Exhibit 10.1 

Execution Version 

 

 

	
       

      VISHAY INTERTECHNOLOGY, INC.
      

      FOURTH AMENDED AND RESTATED
      

      CREDIT AGREEMENT


      DATED AS OF JUNE 24, 2008
      

      COMERICA BANK,
      
AS LEAD ARRANGER, BOOK RUNNING
      MANAGER AND 
ADMINISTRATIVE AGENT 

      BANK OF AMERICA N.A. AS
      CO-SYNDICATION AGENT 

      JPMORGAN CHASE BANK, N.A AS
      CO-SYNDICATION AGENT 

      HSBC BANK USA, NATIONAL
      ASSOCIATION AS DOCUMENTATION AGENT 

       








	TABLE OF CONTENTS
	  
	  	  		  	Page
  
	1.  	DEFINITIONS  	1  
	  	1.1  		Certain Defined Terms  	1  
	  	1.2  		Euro  	28  
	  
	2.  	REVOLVING CREDIT 
	30  
	 	2.1  		Commitment  	30  
	  	2.2  		Accrual of Interest and Maturity; Evidence of
      Indebtedness  	31  
	  	2.3  		Requests for and Refundings and Conversions of
      Advances  	32  
	  	2.4  		Disbursement of Advances  	34  
	  	2.5  		(a) Swing Line Advances  	36  
	  	2.6  		Prime-based Interest Payments  	44  
	  	2.7  		Eurocurrency-based Interest Payments and Quoted Rate Interest 
Payments  	44  
	  	2.8  		Interest Payments on Conversions  	45  
	  	2.9  		Interest on Default  	45  
	  	2.10  		Optional Prepayment  	45  
	  	2.11  	     	Determination, Denomination and Redenomination of
      Alternative  	  
	  	  		Currency Advances  	46  
	  	2.12  		Prime-based Advance in Absence of Election or Upon
      Default  	47  
	  	2.13  		Revolving Credit Facility Fee  	47  
	  	2.14  		Currency Appreciation; Mandatory Reduction of
      Indebtedness  	47  
	  	2.15  		Optional Reduction or Termination of Revolving Credit
      Aggregate Commitment  	49  
	  	2.16  		Extensions of Revolving Credit Maturity
      Date  	50  
	  	2.17  		Revolving Credit Optional Increase  	52  
	  	2.18  		Application of Revolving Credit
      Advances  	54  
	  	2.19  		Additional Mandatory Prepayments  	54  
	  
	3.  	LETTERS OF CREDIT 
    	55  
	  	3.1  		Letters of Credit  	55  
	  	3.2  		Conditions to Issuance  	55  
	  	3.3  		Notice  	57  
	  	3.4  		Letter of Credit Fees  	57  
	  	3.5  		Other Fees  	59  
	  	3.6  		Drawings and Demands for Payment Under Letters of
      Credit  	59  
	  	3.7  		Obligations Irrevocable  	61  
	  	3.8  		Risk Under Letters of Credit  	62  
	  	3.9  		Indemnification  	63  
	  	3.10  		Right of Reimbursement  	64  
	  	3.11  		Existing Letters of Credit  	65  
	  
	4.      	TERM LOAN  	65  
	  	4.1  		Term Loan  	65  



i





	  	4.2  		Accrual of Interest and Maturity; Evidence of
      Indebtedness  	65  
	  	4.3  		Repayment of Principal  	66  
	  	4.4  		Requests for Term Loan Advances; Refundings and
      Conversions of  	  
	  	  		Advances of Term Loan  	67  
	  	4.6  		Prime-based Advance in Absence of Election or Upon
      Default  	71  
	  	4.7  		Interest Payments; Default Interest 
    	71  
	  	4.8  		Optional Prepayment of Term Loan  	72  
	  	4.9  		Mandatory Prepayment of Term Loan 
	73  
	  	4.10  		Use of Proceeds  	74  
	  
	4A.   	MARGIN ADJUSTMENTS 
    	74  
	  	4A.1  	      	Margin Adjustments  	74  
	  	4A.2  		Margins  	75  
	  
	5.  	CONDITIONS  	75  
	  	5.1  		Execution of this Agreement and the other Loan
      Documents  	75  
	  	5.2  		Corporate Authority  	76  
	  	5.3  		Collateral Documents and Guaranties  	76  
	  	5.4  		Representations and Warranties — All
      Parties  	76  
	  	5.5  		Compliance with Certain Documents and
      Agreements  	76  
	  	5.6  		Opinion of Counsel  	76  
	  	5.7  		Certificates  	77  
	  	5.8  		Payment of Fees  	77  
	  	5.9  		Other Documents and Instruments  	77  
	  	5.10  		Continuing Conditions  	77  
	  
	6.  	REPRESENTATIONS AND
      WARRANTIES  	77  
	  	6.1  		Corporate Existence  	77  
	  	6.2  		Due Authorization —
      Company  	78  
	  	6.3  		Due Authorization — Significant
      Subsidiaries  	78  
	  	6.4  		Title to Material Property  	78  
	  	6.5  		Encumbrances  	78  
	  	6.6  		Subsidiaries  	78  
	  	6.7  		Taxes  	79  
	  	6.8  		No Defaults  	79  
	  	6.9  		Compliance with Laws  	79  
	  	6.10  		Enforceability of Agreement and Loan
      Documents  	79  
	  	6.11  		Non-contravention — Company  	80  
	  	6.12  		Non-contravention — Other Parties 
	80  
	  	6.13  		No Litigation — Company  	80  
	  	6.14  		No Litigation — Other Parties  	80  
	  	6.15  		Consents, Approvals and Filings, Etc.  	81  
	  	6.16  		Agreements Affecting Financial
      Condition  	81  
	  	6.17  		No Investment Company; No Margin Stock  	81  
	  	6.18  		ERISA  	82  
	  	6.19  		Environmental Matters and Safety Matters  	82  
	  	6.20  		Accuracy of Information  	83  



ii





	7.     
      	AFFIRMATIVE
      COVENANTS  	84  
	  	7.1   	      	Preservation of Existence, Etc.  	84  
	  	7.2  		Keeping of Books  	84  
	  	7.3  		Reporting Requirements  	84  
	  	7.4  		Tangible Net Worth  	85  
	  	7.5  		Leverage Ratio  	85  
	  	7.6  		Fixed Charge Coverage Ratio  	86  
	 	7.7  		Inspections  	86  
	  	7.8  		Taxes  	86  
	  	7.9  		Further Assurances and Information  	86  
	  	7.10  		Insurance  	86  
	  	7.11  		Indemnification  	87  
	  	7.12  		Governmental and Other Approvals  	87  
	  	7.13  		Compliance with Contractual Obligations and
      Laws  	87  
	  	7.14  		ERISA  	88  
	  	7.15  		Environmental Matters  	88  
	 	7.16  		Significant Subsidiaries  	89  
	  	7.17  		Security and Defense of Collateral  	92  
	  	7.18  		Vishay Israel  	93  
	  	7.19  		Use of Proceeds  	93  
	  
	8.  	NEGATIVE COVENANTS 
    	93  
	  	8.1  		Capital Structure, Business Objects or Purpose 
    	93  
	  	8.2  		Limitations on Fundamental Changes 
    	94  
	  	8.3  		Guaranties  	95  
	  	8.4  		Debt  	95  
	  	8.5  		Liens  	97  
	  	8.6  		Dividends  	98  
	  	8.7  		Investments  	98  
	  	8.8  		Accounts Receivable  	100  
	  	8.9  		Transactions with Affiliates  	100  
	  	8.10  		Intentionally Omitted  	101  
	  	8.11  		Prohibition Against Certain Restrictions  	101  
	  	8.12  		Intentionally omitted  	101  
	  	8.13  		Amendment of Subordinated Debt and Other Debt Documents
      and  	  
	  	  		Permitted Securitizations  	101  
	  	8.14  		Payment or Prepayment of Other Debts 
    	101  
	  
	9.  	DEFAULTS  	102  
	  	9.1  		Events of Default  	102  
	  	9.2  		Exercise of Remedies  	105  
	  	9.3  		Rights Cumulative  	105  
	  	9.4  		Waiver by Company and Permitted Borrowers of Certain
      Laws  	105  
	  	9.5  		Waiver of Defaults  	106  
	  
	10.  	PAYMENTS, RECOVERIES AND
      COLLECTIONS  	106  
	  	10.1  		Payment Procedure  	106  



iii





	  	10.2  	    
    	Application of Proceeds of
      Collateral  	108  
	  	10.3  		Pro-rata Recovery  	108  
	  	10.4  		Set Off  	108  
	  
	11.     	CHANGES IN LAW OR CIRCUMSTANCES;
      INCREASED COSTS  	109  
	 	11.1  		Reimbursement of Prepayment Costs  	109  
	  	11.2  		Eurocurrency Lending Office  	110  
	  	11.3  		Availability of Alternative Currency  	110  
	  	11.4  		Refunding Advances in Same Currency 
    	110  
	  	11.5  		Circumstances Affecting Eurocurrency-based Rate
      Availability  	110  
	  	11.6  		Laws Affecting Eurocurrency-based Advance
      Availability  	111  
	  	11.7  		Increased Cost of Eurocurrency-based Advances 
    	111  
	  	11.8  		Indemnity  	112  
	  	11.9  		Judgment Currency  	112  
	  	11.10  		Capital Adequacy and Other Increased
      Costs  	113  
	  	11.11  		Substitution of Lenders  	113  
	  	11.12  		Right of Lenders to Fund through Branches and
      Affiliates  	114  
	  
	12.  	AGENT  	115  
	  	12.1  		Appointment of Agent  	115  
	  	12.2  		Deposit Account with Agent or any
      Lender  	115  
	  	12.3  		Exculpatory Provisions  	115  
	  	12.4  		Successor Agent  	116  
	  	12.5  		Loans by Agent  	116  
	  	12.6  		Credit Decisions  	116  
	  	12.7  		Intentionally Omitted  	117  
	  	12.8  		Agent’s Fees  	117  
	  	12.9  		Nature of Agency  	117  
	  	12.10  		Authority of Agent to Enforce This
      Agreement  	117  
	  	12.11  		Indemnification  	117  
	  	12.12  		Knowledge of Default  	118  
	  	12.13  		Agent’s Authorization; Action by Lenders  	118  
	  	12.14  		Enforcement Actions by Agent  	119  
	  	12.15  		Collateral Matters  	119  
	  	12.16  		Syndication Agent and Documentation
      Agents  	120  
	  	12.17  		No Reliance on Agent’s Customer Identification
      Program  	121  
	  
	13.  	MISCELLANEOUS  	121  
	  	13.1  		Accounting Principles  	121  
	  	13.2  		Consent to Jurisdiction  	121  
	  	13.3  		Law of Michigan  	122  
	  	13.4  		Interest  	122  
	  	13.5  		Closing Costs; Other Costs  	122  
	  	13.6  		Notices  	123  
	  	13.7  		Further Action  	124  
	  	13.8  		Successors and Assigns; Assignments and
      Participations  	124  
	  	13.9  		Indulgence  	128  



iv





	       	13.10 	    	Counterparts 	128 
		13.11 		Amendment and
      Waiver 	128 
		13.12 		Taxes and Fees 	130 
		13.13 		Confidentiality 	130 
		13.14 		Withholding Taxes 	130 
		13.15 		ERISA
      Restrictions 	131 
		13.16 		Restatement Date 	133 
		13.17 		Severability 	133 
		13.18 		Table of Contents and Headings; Construction of Certain
      Provisions 	133 
		13.19 		Independence of
      Covenants 	133 
		13.20 		Reliance on and Survival of Various Provisions 	133 
		13.21 		WAIVER OF JURY
      TRIAL 	133 
		13.22 		Complete Agreement; Amendment and Restatements 	134 
		13.23 		Patriot Act
      Notice 	134 
		13.24 		Advertisements 	134 
		13.25 		Electronic
      Transmissions 	134 
				 	
				 	
	[Schedules and Exhibits will be provided to the Securities and
      Exchange Commission, Supplementally, upon
  request.] 




v




FOURTH AMENDED AND RESTATED CREDIT
AGREEMENT 

     THIS
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is made as of the
24th
day of June, 2008 by and among Lenders (as defined below), Comerica Bank, as
Lead Arranger, Book Running Manager and Administrative Agent for Lenders (in its
capacity as Administrative Agent, “Agent”), JPMorgan Chase Bank, N.A. as
Co-Syndication Agent, Bank of America N.A. as Co-Syndication Agent, HSBC Bank
USA, National Association as Documentation Agent, Vishay Intertechnology, Inc.,
a Delaware corporation (“Company”) and the Permitted Borrowers (as defined below
and collectively with Company, the “Borrowers”) from time to time signatory
hereto. 

RECITALS 

     A. The
Borrowers have requested that Lenders amend and restate that certain Third
Amended and Restated Credit Agreement dated as of April 20, 2007 (as amended the
“Prior Credit Agreement”). 

     B.
Lenders are prepared to amend and restate the Prior Credit Agreement and to
continue to extend credit to the Borrowers by amendment, restatement and renewal
(but not in novation) of the Prior Credit Agreement, but only upon the terms and
conditions set forth in this Agreement. 

     NOW THEREFORE, BORROWERS, AGENT, AND
LENDERS AGREE: 

     1. DEFINITIONS 

     1.1 Certain Defined Terms. For the
purposes of this Agreement the following terms will have the following meanings:


     “Account
Party(ies)” shall mean, with respect to any Letter of Credit, the account party
or parties (which shall be any Borrower and/or any Significant Subsidiary which
is not a Permitted Borrower hereunder jointly and severally with Company) as
named in an application to Agent for the issuance of such Letter of Credit.


     “Advance(s)” shall mean, as the context may indicate, a Revolving Credit
Advance, a Term Loan Advance or a Swing Line Advance (including without
limitation any readvance, refunding or conversion of such Revolving Credit
Advance, Term Loan Advance or Swing Line Advance pursuant to Sections 2.3,
2.5(c) or 4.4 hereof) and any advance in respect of a Letter of Credit under
Section 3.6 hereof (including without limitation the unreimbursed amount of any
draws under Letters of Credit) and shall include, as applicable, each
Eurocurrency-based Advance, Quoted Rate Advance and Prime-based Advance. For the
avoidance of doubt, Advances hereunder shall include all borrowings under the
Prior Credit Agreement and still outstanding as of the Restatement
Date.

     “Affected Lender” shall have the
meaning set forth in Section 11.11 hereof. 




     “Affiliate” shall mean, with respect to any Person, any other Person or
group acting in concert in respect of the first Person that, directly or
indirectly, through one or more intermediaries, controls, or is controlled by,
or is under common control with such first Person. For purposes of this
definition, “control” (including, with correlative meanings, the terms
“controlled by” and “under common control with”), as used with respect to any
Person or group of Persons, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of management and policies of such
Person, whether through the ownership of voting securities or by contract or
otherwise. Unless otherwise indicated, or the context otherwise requires,
“Affiliates” as used herein shall mean Affiliates of Company. 

     “Agent”
shall mean Comerica Bank, a Texas banking association, acting as administrative
agent hereunder, or any successor administrative agent appointed in accordance
with Section 12.4 hereof. 

     “Agent’s
Correspondent” shall mean for Advances in eurodollars, Agent’s Grand Cayman
Branch (or for the account of said branch office, at Agent’s main office in
Detroit, Michigan, United States); for Advances in other Alternative Currencies,
at such bank or banks as Agent may from time to time designate by written notice
to the Borrowers and Lenders. 

     “Agent’s
Fees” shall mean those fees and expenses required to be paid by Company to Agent
under Section 12.8 hereof. 

     “Alternate Base Rate” shall mean, for any day, an interest rate per annum
equal to the Federal Funds Effective Rate in effect on such day, plus one
percent (1%). 

     “Alternative Currency” shall mean Japanese Yen (“¥”), British Pounds
Sterling (“Sterling”) and the Euro, and, subject to availability and to the
terms and conditions of this Agreement, such other freely convertible foreign
currencies, as requested by any of Borrowers and acceptable to Agent and
Lenders, in their reasonable discretion. 

     “Applicable Fee Percentage” shall mean, as of any date of determination
thereof, the applicable percentage used to calculate certain of the fees due and
payable hereunder, determined by reference to the appropriate columns in the
Pricing Matrix attached to this Agreement as Schedule 4.1. 

     “Applicable Interest Rate” shall mean the Eurocurrency-based Rate, the
Prime-based Rate or, with respect to Swing Line Advances, the Quoted Rate, as
selected by a Borrower from time to time subject to the terms and conditions of
this Agreement. 

     “Applicable Margin” shall mean, as of any date of determination thereof,
the applicable interest rate margin, determined by reference to the appropriate
columns in the Pricing Matrix attached to this Agreement as Schedule 4.1.


     “Asset
Sale” shall mean the sale, transfer or other disposition by any Borrower or any
of their Subsidiaries of any asset to any Person (other than to a Borrower or a
Guarantor). 

     “Assignment Agreement” shall have the meaning ascribed to such term in
Section 13.8(c) hereof. 

2 




     “Authorized Officer” shall mean the Chairman, any Vice Chairman,
President, Treasurer, CFO, or the Corporate Controller of Company or any
applicable Subsidiary, as the case may be, or any person otherwise designated by
Company or such Subsidiary, as the case may be, as having the authority to act
for Company or such Subsidiary in the particular instance. 

     “BCc
Replacement Financing” shall mean the debt in the aggregate amount of
$105,000,000 issued by Company to refinance certain mezzanine debt issued by
BCcomponents Holdings B.V., a Dutch private limited liability company.


     “Borrowers” is defined in the
preamble. 

     “Business
Day” shall mean any day on which commercial banks are open for domestic and
international business (including dealings in foreign exchange) in Detroit,
London and New York, and if funds are to be paid or made available in any
Alternative Currency, on such day in the place where such funds are to be paid
or made available and, if the applicable Business Day relates to the borrowing
or payment of a Eurocurrency-based Advance denominated in Euros, on which banks
and foreign exchange markets are open for business in the city where
disbursements of or payments on such Advance are to be made which is a
Trans-European Business Day. 

     “Capital
Expenditures” shall mean, without duplication, any amounts paid or accrued for a
period in respect of any purchase or other acquisition for value of fixed or
capital assets, net of the cash proceeds of any grant (but exclusive of any
related debt issuance or other borrowing) received during such period by Company
or any of its Subsidiaries from any governmental authority, up to the aggregate
amount of capital additions in the relevant jurisdiction in which such grant was
received during such period; provided that, in no event shall Capital
Expenditures include amounts expended in respect of normal repair and
maintenance of plant facilities, machinery, fixtures and other like capital
assets utilized in the ordinary conduct of business (to the extent such amounts
would not be capitalized in preparing a balance sheet determined in accordance
with GAAP). 

     “Collateral” shall mean all property or rights in which a security
interest, mortgage, Lien or other encumbrance for the benefit of Lenders is or
has been granted or arises or has arisen, under or in connection with this
Agreement, the other Loan Documents, or otherwise. 

     “Collateral Documents” shall mean the Pledge Agreements, and any related
documents, including but not limited to that certain Reaffirmation of Domestic
Pledge Agreements, in each case as may be amended, restated or otherwise
modified from time to time. 

     “Commodities Hedging Obligation(s)” shall mean any precious metal
commodity swap agreement, forward purchase agreement, cap agreement or collar
agreement, and any other agreement or arrangement entered into for protection
against fluctuations in precious metal prices, and, except as used in the
definition of “Indebtedness,” not for speculative purposes. 

     “Company” is defined in the
Preamble. 

     “Consolidated” or “Consolidating” shall, when used with reference to any
financial information pertaining to (or when used as a part of any defined term
or statement pertaining to the financial condition of) Company and its
Subsidiaries mean the accounts of Company and its 

3 




Subsidiaries determined on a
consolidated or consolidating basis, as the case may be, all determined as to
principles of consolidation and, except as otherwise specifically required by
the definition of such term or by such statements, as to such accounts, in
accordance with GAAP, applied on a consistent basis and consistent with the
financial statements as at and for the fiscal year ended December 31, 2006.


     “Consolidated EBITDA” shall mean the EBITDA of Company and its
Subsidiaries on a Consolidated basis. 

     “Contractual Obligation” shall mean, as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or
undertaking to which such Person is a party or by which it or any of its
property is bound. 

     “Covenant
Compliance Report” shall mean the report to be furnished by Company to Agent,
substantially in the form attached hereto as Exhibit D, as such exhibit may be
amended or otherwise modified from time to time by the Required Lenders, and
certified by the chief financial officer of Company pursuant to Section 7.3(c)
hereof, for the purpose of monitoring the Borrowers’ compliance herewith and to
notify Lenders of the acquisition or creation of new Subsidiaries. 

     “Current
Dollar Equivalent” shall mean, as of any applicable date of determination, with
respect to any Advance or Letter of Credit made, issued or carried in an
Alternative Currency, the amount of Dollars which is equivalent to the then
outstanding principal amount of such Advance or Letter of Credit at the most
favorable spot exchange rate determined by Agent to be available to it for the
sale of Dollars for such Alternative Currency for delivery at approximately
11:00 A.M. (Detroit time) two (2) Business Days after such date. Alternative
Currency equivalents of Advances in Dollars (to the extent used herein) shall be
determined by Agent in a manner consistent herewith. 

     “Debt”
shall mean, as of any applicable date of determination, all items of
indebtedness, obligation or liability of a Person, whether matured or unmatured,
liquidated or unliquidated, direct or indirect, absolute or contingent, joint or
several, that should be classified as liabilities on a balance sheet and/or in
accompanying footnotes in accordance with GAAP, including any contingent
obligations resulting from the sale or transfer of assets. 

     “Default”
shall mean any event which, with the giving of notice or the passage of time, or
both, would constitute an Event of Default. 

     “Dollar
Amount” shall mean (i) with respect to each Advance or Letter of Credit made,
issued or carried (or to be made, issued or carried) in Dollars, the principal
amount thereof and (ii) with respect to each Advance or Letter of Credit made,
issued or carried (or to be made or carried) in an Alternative Currency, the
amount of Dollars which is equivalent to the principal amount of such Advance or
Letter of Credit at the most favorable spot exchange rate determined by Agent to
be available to it for the sale of Dollars for such Alternative Currency at
approximately 11:00 A.M. (Detroit time) two (2) Business Days before such
Advance or Letter of Credit is made or issued (or to be made or issued), as such
Dollar Amount may be adjusted from time to time pursuant to Section 2.11 hereof.
When used with respect to any Alternative 

4 




Currency portion of an Advance or
Letter of Credit being repaid or remaining outstanding at any time or with
respect to any other sum expressed in an Alternative Currency, “Dollar Amount”
shall mean the amount of Dollars which is equivalent to the principal amount of
such Advance or Letter of Credit, or the amount so expressed in such Alternative
Currency, at the most favorable spot exchange rate determined by Agent to be
available to it for the sale of Dollars for such Alternative Currency at the
relevant time. Alternative Currency amounts of Advances made, carried or
expressed in Dollars (to the extent used herein) shall be determined by Agent in
a manner consistent herewith. 

     “Dollars” and the sign “$” shall
mean lawful money of the United States of America. 

     “Domestic
Advance” shall mean any Advance other than a Eurocurrency-based Advance or any
other Advance denominated in an Alternative Currency. 

     “Domestic
Guaranty” shall mean that certain Third Amended and Restated Domestic Guaranty
dated as of the Restatement Date delivered to Agent covering all Indebtedness
outstanding of the Borrowers executed and delivered as of the date hereof (or to
be executed and delivered by joinder) by Company and each of the Significant
Domestic Subsidiaries, as amended, restated or otherwise modified from time to
time.

     “Domestic
Permitted Borrower” shall mean any Permitted Borrower which is a Domestic
Subsidiary. 

     “Domestic
Subsidiary” shall mean any Subsidiary of Company incorporated or organized under
the laws of the United States of America, or any state or other political
subdivision thereof or which is considered to be a “disregarded entity” for
United States federal income tax purposes and which is not a “controlled foreign
corporation” as defined under Section 957 of the Internal Revenue Code, in each
case provided such Subsidiary is owned by Company or a Domestic Subsidiary of
Company, and “Domestic Subsidiaries” shall mean any or all of them. 

     “E-System” shall mean any electronic system and any other internet or
extranet-based site, whether such electronic system is owned, operated or hosted
by the Agent, any of its Affiliates or any other Person, providing for access to
data protected by passcodes or other security system. 

     “EBITDA”
shall mean, of any Person, for any period, the Net Income of such Person for
such period adjusted (A) to include, if applicable, the Net Income of any Person
accrued during such period but prior to the date it became a Subsidiary of
Company or was merged into or consolidated with Company (based on financial
information reasonably satisfactory to Agent), and (B) to exclude, without
duplication, the following items of income or expense to the extent that such
items are included in the calculation of such Net Income: (a) Interest Expense,
(b) any non-cash expenses and charges, (c) total income tax expense, (d)
depreciation expense, (e) the expense associated with amortization of intangible
and other assets, (f) non-cash provisions for reserves for discontinued
operations, (g) any extraordinary, unusual or non-recurring gains or losses or
charges or credits, (h) any gain or loss associated with the sale or write-down
of assets, (i) any gain or loss from or attributable to minority interests and
(j) any gain or loss accounted for by the equity method of accounting (except in
the case of income to the extent of the amount 

5 




of cash dividends or cash distributions
paid to such Person or any Subsidiary of such Person by the entity accounted for
by the equity method of accounting). 

     “Effective Date” shall mean April
20, 2007. 

     “Electronic Transmission” shall mean each document, instruction,
authorization, file, information and any other communication transmitted, posted
or otherwise made or communicated by e-mail or e-fax or otherwise to or from an
e-system or other equivalent service.

     “EMU”
shall mean Economic and Monetary Union as contemplated in the Treaty on European
Union. 

     “EMU
Legislation” shall mean legislative measures of the European Council (including
European Council regulations) for the introduction of, changeover to or
operation of a single or unified European currency (whether known as the Euro or
otherwise), being in part the implementation of the third stage of EMU.


     “Environmental Auditors” shall mean, when selected or retained by Company
or Agent, as the case may be hereunder, such counsel, engineering or testing
firms or other experienced, reputable environmental consultants reasonably
acceptable to the Required Lenders. 

     “Equity
Interest” shall mean (i) in the case of any corporation, all capital stock and
any securities exchangeable for or convertible into capital stock, (ii) in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents of corporate stock (however
designated) in or to such association or entity, (iii) in the case of a
partnership or limited liability company, partnership or membership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distribution of assets of, the issuing Person, and including, in all of the
foregoing cases described in clauses (i), (ii), (iii) or (iv), any warrants,
rights or other options to purchase or otherwise acquire any of the interests
described in any of the foregoing cases.

     “Equity
Offering” shall mean the issuance and sale for cash, on or after the date
hereof, by Company or any of its Subsidiaries of additional Equity
Interests.

     “Equity
Offering Adjustment” shall mean that amount to be added to the minimum Tangible
Net Worth required to be maintained under Section 7.4 hereof consisting of an
amount equal to seventy-five percent (75%) of each Equity Offering conducted by
Company or any of its Subsidiaries, net of costs of issuance, on and after
December 31, 2006, on a cumulative basis; provided, however, that in the case of
each Equity Offering by a Subsidiary, the amount of the Equity Offering
Adjustment shall not exceed 75% of the amount, if any, by which such Equity
Offering increases Tangible Net Worth.


     “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended, or
any successor act or code, and the regulations in effect from time to time
thereunder. 

6 




     “ERISA
Affiliate” shall mean any trade or business (whether or not incorporated) which
is under common control with Company within the meaning of Section 4001 of ERISA
or is part of a group which includes Company and would be treated as a single
employer under Section 414 of the Internal Revenue Code. 

     “Euro” or
“Euro Unit” shall mean the currency unit of the Euro as defined in the EMU
Legislation. 

     “Eurocurrency Rate” shall mean with respect to each Eurocurrency-based
Advance carried in any Alternative Currency (and each Eurocurrency-Interest
Period pertaining thereto) the per annum interest rate determined by Agent (or,
in case of Swing Line Advances, Swing Line Lender) to be the offered rate for
deposits in such currency with a term comparable to such Interest Period that
appears on the applicable Reuters Screen Libor Page or the applicable British
Bankers’ Association rate as reported by any generally recognized financial
information service, in each case as reported at approximately 11:00 a.m.,
London time, two Business Days (or, in the case of a Eurocurrency-based Advance
in Euros, on such other date as is customary in the relevant offshore interbank
market) prior to the beginning of such Interest Period; provided, however, that
if at any time for any reason such offered rate for any such currency does not
appear on a Reuters Screen Libor Page or is not reported by any generally
recognized financial information service, “Eurocurrency Rate” shall mean, with
respect to each such Advance denominated in such currency, the per annum
interest rate at which deposits in the relevant currency are offered to Agent’s
Eurocurrency Lending Office (or, in the case of Swing Line Advances, Swing Line
Lender’s Eurocurrency Lending Office) by other prime banks in the relevant
offshore interbank market in an amount comparable to the relevant
Eurocurrency-based Advance and for a period equal to the relevant
Eurocurrency-Interest Period at approximately 11:00 a.m. Detroit time two (2)
Business Days prior to the first day of such Eurocurrency-Interest Period.


     “Eurocurrency-based Advance” shall mean any Advance (including a Swing
Line Advance) which bears interest at the Eurocurrency-based Rate. 

     “Eurocurrency-based Rate” shall mean a per annum interest rate which is
equal to the sum of the Applicable Margin (subject, if applicable, to adjustment
under Section 4A.1 hereof), plus the quotient of: 

	     	          	
      (A) 
	
      (a) in the case of
      Eurocurrency-based Advances carried in Dollars, the Eurodollar Rate, or
      

      (b) in the case of
      Eurocurrency-based Advances carried in an Alternative Currency, the
      Eurocurrency Rate,

      divided by 

	 	 	 	
			
      (B) a percentage equal to 100%
      minus the maximum rate on such date at which Agent is required to maintain
      reserves on ‘Eurocurrency Liabilities’ as defined in and pursuant to
      Regulation D of the Board of Governors of the Federal Reserve System or,
      if such regulation or definition is modified, and as long as Agent is
      required to maintain reserves against a category of liabilities
      which



7 





	     	          	
      includes eurocurrency deposits or
      includes a category of assets which includes eurocurrency loans, the rate
      at which such reserves are required to be maintained on such category,
      



all as conclusively determined by Agent
(absent manifest error), such sum to be rounded upward, if necessary, to the
nearest whole multiple of 1/100th of 1%. 

     “Eurocurrency-Interest Period” shall mean, (a) for Swing Line Advances
carried at the Eurocurrency-based Rate, an interest period of fourteen (14) days
or one month (or any lesser number of days agreed to in advance by a Borrower,
Agent and Swing Line Lender) and (b) for all other Eurocurrency-based Advances,
an interest period of one, two, three or six months (or any lesser or greater
number of days agreed to in advance by a Borrower together with Agent and
Lenders) as selected by such Borrower, as applicable, for a Eurocurrency-based
Advance pursuant to Section 2.3 or 2.5 hereof, as the case may
be. 

     “Eurocurrency Lending Office” shall mean, (a) with respect to Agent,
Agent’s office located at its Grand Caymans Branch or such other branch of
Agent, domestic or foreign, as it may hereafter designate as its Eurocurrency
Lending Office by written notice to Company and Lenders and (b) as to each of
Lenders, its office, branch or affiliate located at its address set forth on the
signature pages hereof (or identified thereon as its Eurocurrency Lending
Office), or at such other office, branch or affiliate of such Lender as it may
hereafter designate as its Eurocurrency Lending Office by written notice to
Company and Agent. 

     “Eurodollar Rate” shall mean with respect to each Eurocurrency-based
Advance carried in Dollars (and each Eurocurrency-Interest Period pertaining
thereto) the per annum interest rate at which deposits in dollars are offered to
Agent’s Eurocurrency Lending Office (or, in the case of Swing Line Advances,
Swing Line Lender’s Eurocurrency Lending Office) by other prime banks in the
eurocurrency market in an amount comparable to the relevant Eurocurrency-based
Advance and for a period equal to the relevant Eurocurrency-Interest Period at
approximately 11:00 a.m. Detroit time two (2) Business Days prior to the first
day of such Eurocurrency-Interest Period. 

     “Event of Default” shall mean any of
the events specified in Section 9.1 hereof. 

     “Existing
Letter of Credit” shall mean each letter of credit issued under the Prior Credit
Agreement, if any, which is outstanding on the Restatement Date, as set forth on
Schedule 1.4 hereto. 

     “Federal
Funds Effective Rate” shall mean, for any day, a fluctuating interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day (or, if such day is not a Business Day,
for the next preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a Business Day, the
average of the quotations for such day on such transactions received by Agent
from three Federal funds brokers of recognized standing selected by it.


     “Fee
Letter” shall mean the fee letter dated May 16, 2008 between Company and Agent
hereunder, as amended, restated or otherwise modified from time to time.


8 




     “Fees”
shall mean Agent’s Fees, the Revolving Credit Facility Fee, the Letter of Credit
Fees, and the other fees and charges payable hereunder.

     “Fixed
Charge Coverage Ratio” shall mean, with respect to Company and its Consolidated
Subsidiaries, as of any date of determination, a ratio, (i) the numerator of
which shall be equal to Consolidated EBITDA for the preceding four fiscal
quarters ending on the date of determination, minus Capital Expenditures during
such period and (ii) the denominator of which shall be the sum of regularly
scheduled principal payments and Interest Expense of Company and its
Consolidated Subsidiaries for such period, in each case determined in accordance
with GAAP. 

     “Foreign
Guaranty” shall mean that certain Second Amended and Restated Foreign Guaranty
dated August 31, 2007 covering all Indebtedness of the Foreign Permitted
Borrowers hereunder (but expressly excluding any Hedging Obligations) executed
and delivered whether by joinder or otherwise (or to be executed and delivered
by joinder) by the Significant Foreign Subsidiaries, together with any other
guaranty executed and delivered by a Significant Foreign Subsidiary, in each
case as amended, restated or otherwise modified from time to time. 

     “Foreign
Permitted Borrower” shall mean any Permitted Borrower hereunder which is a
Foreign Subsidiary of Company. 

     “Foreign
Subsidiary” shall mean any of Company’s Subsidiaries, other than a Domestic
Subsidiary; and “Foreign Subsidiaries” shall mean any or all of them.


     “GAAP”
shall mean generally accepted accounting principles in the United States of
America, as in effect from time to time, consistently applied. 

     “Governmental Obligations” means noncallable direct general obligations
of the United States of America or obligations the payment of principal of and
interest on which is unconditionally guaranteed by the United States of America.


     “Granting
Lender” shall mean a Lender which elects to grant to an SPFV the option to fund
all or any part of any Advance that such Lender would otherwise be obligated to
fund pursuant to this Agreement, in each case in accordance with Section 13.8(c)
hereof; provided, however, that notwithstanding the funding by an SPFV of an
Advance (or a portion thereof) hereunder, the Granting Lender shall retain all
of its rights and obligations under this Agreement with respect to such Advance
or otherwise. 

     “Guarantee Obligation” shall mean as to any Person (the “guaranteeing
person”) any obligation of the guaranteeing person in respect of any obligation
of another Person (including, without limitation, any bank under any letter of
credit), the creation of which was induced by a reimbursement agreement,
guaranty agreement, keepwell agreement, purchase agreement, or similar
obligation issued by the guaranteeing person, in either case guaranteeing or in
effect guaranteeing any Debt, leases, dividends or other obligations (the
“primary obligations”) of any other third Person (the “primary obligor”) in any
manner, whether directly or indirectly, including, without limitation, any
obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the purchase
or payment of any 

9 




such primary obligation or (2) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation or (iv) otherwise to assure or hold harmless
the owner of any such primary obligation against loss in respect thereof;
provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation of any guaranteeing person
shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made and (b) the maximum amount for which such guaranteeing person
may be liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable, in which case
the amount of such Guarantee Obligation shall be such guaranteeing person’s
maximum reasonably anticipated liability in respect thereof as determined by
Company or Subsidiary, as applicable, in good faith.

     “Guaranties” shall mean the Domestic Guaranty and the Foreign Guaranty,
and any other guaranty entered into in relation to the Indebtedness or any
portion thereof, whether by joinder or otherwise, in each case as the same may
be amended, restated or otherwise modified from time to time, and “Guaranty”
shall mean any or all of them. 

     “Guarantor(s)” shall mean each Person which shall have executed and
delivered a Guaranty or a Joinder Agreement thereto.

     “Hazardous Material” shall mean and include any hazardous, toxic or
dangerous waste, substance or material defined as such in (or for purposes of)
the Hazardous Material Laws. 

     “Hazardous Material Law(s)” shall mean all laws, codes, ordinances,
rules, regulations, orders, decrees and directives issued by any federal, state,
provincial, local, foreign or other governmental or quasi-governmental authority
or body (or any agency, instrumentality or political subdivision thereof)
pertaining to Hazardous Material on or about any facilities owned, leased or
operated by Company or any of its Subsidiaries, or any portion thereof
including, without limitation, those relating to soil, surface, subsurface
ground water conditions and the condition of the ambient air; and any state and
local laws and regulations pertaining to Hazardous Material and/or asbestos; any
so-called “superfund” or “superlien” law; and any other federal, state,
provincial, foreign or local statute, law, ordinance, code, rule, regulation,
order or decree regulating, relating to, or imposing liability or standards of
conduct concerning, any hazardous, toxic or dangerous waste, substance or
material, as now or at any time prior to the payment in full of all Indebtedness
and the termination in full of any obligations of the Lenders to extend Advances
hereunder. 

     “Hedging
Obligation(s)” shall mean Interest Rate Protection Agreements and any foreign
currency exchange agreements (including without limitation foreign currency
hedges and swaps) or other foreign exchange transactions, or any combination of
such transactions or agreements or any option with respect to any such
transactions or agreements entered into between Company and/or any of its
Subsidiaries and a Lender or an Affiliate of a Lender to manage existing or
anticipated foreign exchange risk and not for speculative purposes, provided,
that, for purposes 

10 




of the Collateral Documents and the
Foreign Guaranty, “Hedging Obligations” shall also include the Commodities
Hedging Obligations to the extent such Commodities Hedging Obligations are
“Indebtedness” as defined in this Agreement. 

     “Hereof”,
“hereto”, “hereunder” and similar terms shall refer to this Agreement in its
entirety and not to any particular paragraph or provision of this Agreement.


     “Indebtedness” shall mean (a) all indebtedness and liabilities including
without limitation principal, interest (including without limitation interest
accruing at the then-applicable rate provided in this Agreement or any other
applicable Loan Document after an applicable maturity date and interest accruing
at the then-applicable rate provided in this Agreement or any other applicable
Loan Document after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding relating to
the Company and/or any of its Subsidiaries, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding), fees,
expenses and other charges arising under this Agreement or any of the other Loan
Documents, whether direct or indirect, absolute or contingent, owing by any of
the Borrowers to Lenders (or any of them) or to Agent, in any manner and at any
time, under this Agreement or the Loan Documents, due or hereafter to become
due, now owing or that may hereafter be incurred by any of the Borrowers or any
of the Subsidiaries to, or acquired by, Lenders (or any of them) or by Agent,
(b) any Special Letters of Credit, (c) net obligations with respect to (i)
Hedging Obligations and (ii) Commodities Hedging Obligations, provided that (x) the
maximum aggregate amount which shall be available from proceeds of the
Collateral under the Collateral Documents or from any other sums collected from
the Borrowers or any of Company’s Subsidiaries pursuant to the Loan Documents
(excluding the Loan Documents specifically governing the Commodities Hedging
Obligations) for application against Commodities Hedging Obligations shall not
exceed $10,000,000 (with the application of such proceeds to be made by Agent on
a basis consistent with Section 10.2 hereof, such application to be made on a
pro rata basis among the eligible hedging providers under those Commodities
Hedging Obligations designated by Company pursuant to clause (y) of this
definition, but otherwise in Agent’s sole discretion), (y) the documentation
relating to such Commodities Hedging Obligations, including a letter agreement
between the hedging provider and Company or applicable Subsidiary covering
multiple commodities hedging transactions (I) specifies that such obligations
have been designated by Company as (and, subject to the terms hereof, shall
constitute) “Indebtedness” hereunder and (II) contains an express acknowledgment
by the eligible hedging provider (satisfactory in form and substance to Agent)
of the limitation imposed on all Commodities Hedging Obligations under clause
(x) of this definition, and (z) copies of such documentation shall have been
provided to Agent promptly following the execution thereof, accompanied by an
updated list of all such documents having been so designated by Company (which
Agent is hereby authorized to furnish to any hedging provider requesting such
documentation), provided further that both the Commodities Hedging Obligations and the Hedging
Obligations are entered into between Company and/or any of its Subsidiaries and
a Lender or an Affiliate of a Lender, (d) any judgments that may hereafter be
rendered on such indebtedness or any part thereof, with interest according to
the rates and terms specified, or as provided by law, (e) solely to the extent
this term is used in any Pledge Agreement, Guaranty or other document
guarantying or pledging Collateral in support of the obligations of any of the
Borrowers hereunder and as “Indebtedness” is used in Section 10.2 hereof, any
liabilities to Agent or any Lender arising in connection with any Lender
Products, and (f) any and all 

11 




consolidations, amendments, renewals,
replacements or extensions of any of the foregoing. For the purposes of Section
9.2(b), “Indebtedness” shall exclude any Hedging Obligations or Commodities
Hedging Obligations. 

     “Intercompany Loan” shall mean any loan (or advance in the nature of a
loan) by Company or any Subsidiary of Company to Company or any Subsidiary of
Company. 

     “Intercompany Loans, Advances or Investments” shall mean any Intercompany
Loan, any advance, any Investment (including, without limitation, any Guaranty
Obligations of any indebtedness or lease obligations of Company or any
Subsidiary to a third party) made by Company or any Subsidiary to, in or for the
benefit of, as applicable, Company or any Subsidiary. 

     “Intercompany Notes” shall mean the promissory notes issued or to be
issued by any Subsidiary to Company or to any Significant Domestic Subsidiary to
evidence an Intercompany Loan, substantially in the form attached hereto as
Exhibit I. 

     “Interest
Expense” shall mean, for any Person and with respect to any period, the sum of
the amount of interest paid or accrued in respect of such period, determined in
accordance with GAAP. 

     “Interest
Period” shall mean (a) with respect to a Eurocurrency-based Advance, a
Eurocurrency-Interest Period commencing on the day a Eurocurrency-based Advance
is made, or on the effective date of an election of the Eurocurrency-based Rate
made under Section 2.3 hereof, as the case may be, and (b) with respect to a
Swing Line Advance carried at the Quoted Rate, an interest period of one month
(or any lesser number of days agreed to in advance by any Borrower, Agent and
Swing Line Lender); provided, however that (i) any Interest Period which would
otherwise end on a day which is not a Business Day shall end on the next
succeeding Business Day, except that as to a Eurocurrency-Interest Period, if
the next succeeding Business Day falls in another calendar month, such
Eurocurrency-Interest Period shall end on the next preceding Business Day, and
(ii) when a Eurocurrency-Interest Period begins on a day which has no
numerically corresponding day in the calendar month during which such
Eurocurrency-Interest Period is to end, it shall end on the last Business Day of
such calendar month, and (iii) no Interest Period in respect of any Advance
shall extend beyond the Revolving Credit Maturity Date or the Term Loan Maturity
Date, as applicable. 

     “Interest
Rate Protection Agreement(s)” shall mean any interest rate, swap, cap, floor,
collar, forward rate agreement or other rate protection transaction, or any
combination of such transactions or agreements or any option with respect to any
such transactions or agreements now existing or hereafter entered into by
Company or any of its Subsidiaries to manage existing or anticipated interest
rate risk and not for speculative purposes. 

     “Internal
Revenue Code” shall mean the Internal Revenue Code of 1986, as amended from time
to time, and the regulations promulgated thereunder. 

     “Investment” shall mean any investment, loan or advance by Company or any
of its Subsidiaries to, or any other loan, advance or investment (including
without limitation any Guarantee Obligation) by Company or any of its
Subsidiaries in, to or for the benefit of any 

12 




Person (including without limitation,
Company or any Subsidiary), without offset, reduction or other adjustment,
whether such loan, advance or investment shall be in the nature of an investment
in Equity Interests, evidences of indebtedness, Guarantee Obligations or
otherwise. 

     “Israeli
Subsidiary(ies)” shall mean any Subsidiary of the Company (including Vishay
Israel), whether direct or indirect, incorporated under the laws of Israel.


     “Issuing Lender” shall mean Comerica
Bank, or any successor thereto. 

     “Issuing
Office” shall mean Agent’s office located at One Detroit Center, 500 Woodward
Avenue, Detroit, Michigan 48275 or such other office as Agent shall designate in
writing as its Issuing Office. 

     “Joinder
Agreement” shall mean a joinder agreement in the form attached as Exhibit A to
the form of the Domestic Guaranty or to the form of the Foreign Guaranty, to be
executed and delivered by any Person required to be a Guarantor pursuant to
Section 7.16 of this Agreement. 

     “Joint
Venture” shall mean any corporation, partnership, association, joint stock
company, limited liability company, partnership, business trust or other
combined enterprise, other than a Subsidiary, in which (or to which) Company or
any of its Subsidiaries has made a loan, investment or advance or has an
ownership stake or interest, whether in the nature of Share Capital or otherwise
(but expressly excluding Permitted Investments) to fund a business enterprise.


     “Lender(s)” shall mean each of the Lenders signatory to this Agreement
and any assignee which becomes a Lender pursuant to Section 13.8(c) hereof, and
shall include, as applicable, Swing Line Lender. 

     “Lender
Products” shall mean any one or more of the following types of services or
facilities extended to Company or any of its Subsidiaries by any Lender: (i)
credit cards, (ii) credit card processing services, (iii) debit cards, (iv)
purchase cards, (v) Automated Clearing House (ACH) transactions, (vi) cash
management, including controlled disbursement services, and (vii) establishing
and maintaining deposit accounts. 

     “Letter(s) of Credit” shall mean any standby letters of credit issued by
Agent at the request of or for the account of an Account Party or Account
Parties pursuant to Article 3 hereof, including, without limitation, any
Existing Letters of Credit. 

     “Letter
of Credit Agreement” shall mean, in respect of each Letter of Credit, the
application and related documentation satisfactory to Agent of an Account Party
or Account Parties requesting Agent to issue such Letter of Credit, as amended
from time to time. 

     “Letter
of Credit Fees” shall mean the fees payable to Agent for the accounts of Lenders
in connection with Letters of Credit pursuant to Section 3.4 hereof. 

     “Letter
of Credit Maximum Amount” shall mean, as of any date of determination, the
lesser of: (a) Seventy Five Million Dollars ($75,000,000) and (b) the Revolving
Credit Aggregate Commitment as of such date, minus the aggregate principal
amount of Advances 

13 




outstanding as of such date under the
Revolving Credit and under the Swing Line, minus, in each case the Letter of
Credit Reserve in effect on such date. 

     “Letter
of Credit Obligations” shall mean at any date of determination, the sum of (a)
the aggregate undrawn amount of all Letters of Credit then outstanding, and (b)
the aggregate amount of Reimbursement Obligations which remain unpaid as of such
date. 

     “Letter
of Credit Payment” shall mean any amount paid or required to be paid by Agent in
its capacity hereunder as issuer of a Letter of Credit as a result of a draft or
other demand for payment under any Letter of Credit. 

     “Letter
of Credit Reserve” shall mean Five Million Dollars ($5,000,000), as decreased by
Company with Agent’s approval. 

     “Leverage
Ratio” shall mean, as of any date of determination, with respect to Company and
its Consolidated Subsidiaries, the ratio of (a) Total Debt as of such date to
(b) Consolidated EBITDA for the four consecutive fiscal quarters then ending.


     “Lien”
shall mean any pledge, assignment, hypothecation, mortgage, security interest,
deposit arrangement, option, trust receipt, conditional sale or title retaining
contract, sale and leaseback transaction, or any other type of Lien, charge or
encumbrance, whether based on common law, statute or contract. 

     “Loan
Documents” shall mean collectively, this Agreement, the Letter of Credit
Agreements, the Guaranties, the Collateral Documents, agreements relating to
Hedging Obligations entered into between Company and/or any of its Subsidiaries
and a Lender or an Affiliate of a Lender, agreements relating to Commodities
Hedging Obligations (to the extent such Commodities Hedging Obligations are
“Indebtedness” as defined in this Agreement), and any other documents,
instruments or agreements executed pursuant to or in connection with any such
document, the Indebtedness or this Agreement as such documents may be amended or
otherwise modified from time to time. For the purposes of Section 13.11, “Loan
Documents” shall exclude any Hedging Obligations and Commodities Hedging
Obligations. 

     “Moody’s”
means Moody’s Investors Service, Inc., its successors and assigns, and, if such
organization shall be dissolved or liquidated or shall no longer perform the
functions of a securities rating agency, “Moody’s” shall be deemed to refer to
any other nationally recognized securities rating agency designated by Agent.


     “Multiemployer Plan” shall mean any multiemployer plan within the meaning
of Section 4001(a)(3) of ERISA. 

     “National
Currency Unit” shall mean a fraction or multiple of one Euro Unit expressed in
units of the former national currency of a Participating Member State.


     “Net Cash
Proceeds” shall mean the aggregate cash payments received by any Borrower or any
of their respective Subsidiaries from any Asset Sale, the issuance of Equity
Interests or the issuance of Subordinated Debt, as the case may be, net of the
ordinary and customary direct costs incurred in connection with such sale or
issuance, as the case may be, such as legal, 

14 




accounting and investment banking fees,
sales commissions, and other third party charges, and net of property taxes,
transfer taxes and any other taxes paid or payable by such Person in respect of
any sale or issuance. 

     “Net
Income” shall mean the net income (or loss) of a Person for any period
determined in accordance with GAAP. 

     “Net
Income Adjustment” shall mean that amount to be added to the minimum Tangible
Net Worth required to be maintained under Section 7.4 hereof consisting of fifty
percent (50%) of Company’s Consolidated Net Income for each of Company’s fiscal
quarters ending on or after March 31, 2007 (in each case, only if a positive
number), on a cumulative basis. 

     “New
Convertible Subordinated Debt” means that certain new convertible subordinated
Debt of Company in the amount of up to $500,000,000 issued by Company under an
Indenture dated as of August 6, 2003 between Company and Wachovia Bank, National
Association, as Trustee on substantially the terms and conditions contained in
Company’s Offering Memorandum relating to such debt dated July 31,
2003.

     “Notes”
shall mean the Revolving Credit Notes, the Swing Line Notes and the Term Loan
Notes. 

     “Participating Member State” shall mean such country so described in any
EMU Legislation. 

     “PBGC”
shall mean the Pension Benefit Guaranty Corporation under ERISA, or any
successor corporation. 

     “Pension
Plan” shall mean each employee pension benefit plan, as defined in Section 3(2)
of ERISA, of Company or an ERISA Affiliate but only to the extent such Pension
Plan is subject to ERISA, as provided in Section 4 of ERISA, and is subject to
Section 412 of the Internal Revenue Code and Section 302 of ERISA other than a
Multiemployer Plan. 

     “Percentage” shall mean, as applicable, the Revolving Credit Percentage,
the Term Loan Percentage or the Weighted Percentage. 

     “Permitted Acquisition” shall mean any acquisition by Company or any of
its Subsidiaries of assets, businesses or business interests or Equity Interests
in any Person (whether such acquisition is consummated by purchase or merger,
provided that the Company or the applicable Subsidiary is the survivor of such
merger), conducted while no Default or Event of Default has occurred and is
continuing hereunder (both before and after giving effect thereto) in accordance
with the following requirements: 


	     	
      (a)
          
	
      Such acquisition is of a business
      or Person primarily engaged in a line of business in which Company or any
      Subsidiary is permitted to engage under Section 8.1(b) hereof;
    




15 





	     	(b)
          	The board of
      directors (or other Person(s) exercising similar functions) of the seller
      of the assets or issuer of the Equity Interests being acquired shall have
      approved such transaction or recommended that such transaction be
      approved;
		 
		(c)	in the event
      that the value of such proposed new acquisition, computed on the basis of
      total acquisition consideration paid or incurred, or to be paid or
      incurred, by Company or its Subsidiaries with respect thereto, including
      all indebtedness which is assumed or to which such assets, businesses or
      business or ownership interests or shares, or any Person so acquired, is
      subject, but excluding the value of any common shares of the Company
      transferred as a part of such acquisition, shall be
		 
		 	(i)
          	greater than or equal
      to Fifty Million Dollars ($50,000,000), determined as of the date of such
      acquisition, then not less than fifteen (15) nor more than ninety (90)
      days prior to the date each such proposed acquisition is scheduled to be
      consummated, Company provides written notice thereof to Agent, accompanied
      by (A) the term sheet, purchase agreement and, when available, drafts of
      all material documents pertaining to such proposed acquisition, (B)
      historical financial information (including, but not limited to, income
      statements, balance sheets and cash flows) covering either the three most
      recent complete fiscal years of the acquisition target prior to the
      effective date of the acquisition or the entire credit history of the
      acquisition target, whichever period is shorter, and the quarterly
      financial statements of the acquisition target for the most recent eight
      consecutive fiscal quarters (provided however that, if the financial
      information referred to in this subparagraph (B) is not available, Company
      shall furnish Agent with financial information otherwise reasonably
      satisfactory to the Required Lenders) and (C) Pro Forma Projected
      Financial Information, or
		 
		 	(ii)	less than Fifty
      Million Dollars ($50,000,000) but greater than or equal to Ten Million
      Dollars ($10,000,000), then not less than ten (10) Business Days after
      date each such proposed acquisition has been consummated, Company provides
      written notice thereof to Agent (with certified copies of all material
      documents pertaining to such acquisition);


whereupon Agent shall promptly upon its
receipt thereof distribute copies of all notices and other materials received
from Company under this clause (c) to each Lender; and 

	     	(d)
          	within thirty (30)
      days after any such acquisition has been completed, Company, its
      Subsidiaries and any of the other business entities involved in such
      acquisition shall execute or cause to be executed, and provide or cause to
      be provided to Agent, any Loan Documents required under Section 7.16
      hereof.


     “Permitted Borrower Addendum” shall mean an addendum substantially in the
form attached hereto as Exhibit H, to be executed and delivered by each
Permitted Borrower which 

16 




becomes a party to this Agreement after
the date hereof, as such Exhibit may be amended from time to time. 

     “Permitted Borrower Sublimit” shall mean the maximum aggregate amount of
Advances and Letters of Credit (including Letter of Credit Obligations)
available at any time to each of the Permitted Borrowers hereunder, as set forth
on Schedule 1.6 hereof. 

     “Permitted Borrower(s)” shall mean Vishay Europe, Vishay Electronic,
Vishay Asia, Siliconix, Siliconix Technology and Vishay India (subject, in each
case, to prior compliance in full with the requirements of Section 2.1 hereof
and in the case of Vishay India, with appropriate changes in local law and
regulation which would make the extension of credit to Vishay India on the terms
set forth herein compliant with such local law and regulation), and any Wholly
Owned Subsidiary of Company which, after the Restatement Date and with the prior
written approval of Lenders, becomes a party hereto pursuant to the requirements
of Section 2.1 hereof. 

     “Permitted Currencies” shall mean
Dollars or any Alternative Currency. 

     “Permitted Liens” shall mean, with
respect to any Person: 

	     	(a)	Liens for taxes not yet due and
      payable or which are being contested in good faith by appropriate
      proceedings diligently pursued, provided that such provision for the
      payment of all such taxes known to such Person has been made on the books
      of such Person as may be required by GAAP;
		          	
		(b)	mechanics’, materialmen’s,
      bankers’, carriers’, warehousemen’s, and similar Liens and encumbrances
      arising in the ordinary course of business and securing obligations of
      such Person that are not overdue for a period of more than 60 days or are
      being contested in good faith by appropriate proceedings diligently
      pursued, provided that in the case of any such contest (i) any proceedings
      commenced for the enforcement of such Liens and encumbrances shall have
      been duly suspended; and (ii) such provision for the payment of such Liens
      and encumbrances has been made on the books of such Person as may be
      required by GAAP;
		 
		(c)	Liens arising in connection with
      worker’s compensation, unemployment insurance, old age pensions (subject
      to the applicable provisions of this Agreement) and social security
      benefits which are not overdue or are being contested in good faith by
      appropriate proceedings diligently pursued, provided that in the case of
      any such contest (i) any proceedings commenced for the enforcement of such
      Liens shall have been duly suspended; and (ii) such provision for the
      payment of such Liens has been made on the books of such Person as may be
      required by GAAP;
		 
		(d)	(i) Liens incurred in the
      ordinary course of business to secure the performance of statutory
      obligations arising in connection with progress payments or advance
      payments due under contracts with the United States or any foreign
      government or any agency thereof entered into in the ordinary course of
      business and (ii) Liens incurred or deposits made in the ordinary course
      of business to secure the


17 





	     	          	performance of statutory
      obligations (including obligations to customs authorities), bids, leases,
      fee and expense arrangements with trustees and fiscal agents and other
      similar obligations (exclusive of obligations incurred in connection with
      the borrowing of money, any lease-purchase arrangements or the payment of
      the deferred purchase price of property), provided that full provision for
      the payment of all such obligations set forth in clauses (i) and (ii) has
      been made on the books of such Person as may be required by GAAP;
      and
		 
		(e)	any minor imperfections of title,
      including but not limited to easements, covenants, rights-of-way or other
      similar restrictions, which, either individually or in the aggregate do
      not materially adversely affect the present or future use of the property
      to which they relate, which would have a material adverse effect on the
      sale or lease of such property, or which would render title thereto
      unmarketable.


     “Permitted Investments” shall mean:


	     	(a)	Governmental
    Obligations;
		          	
		(b)	Obligations of a state of the
      United States, the District of Columbia or any possession of the United
      States, or any political subdivision thereof, which are described in
      Section 103(a) of the Internal Revenue Code and are rated in any of the
      highest 3 major rating categories as determined by at least one nationally
      recognized Rating Agency; or secured, as to payments of principal and
      interest, by a letter of credit provided by a financial institution or
      insurance provided by a bond insurance company which itself or its debt is
      rated in the highest 3 major rating categories as determined by at least
      one Rating Agency;
		 
		(c)	Banker’s acceptances, commercial
      accounts, certificates of deposit, or depository receipts issued by a
      bank, trust company, savings and loan association, savings bank or other
      financial institution whose deposits are insured by the Federal Deposit
      Insurance Corporation and whose reported capital and surplus equal at
      least $500,000,000;
		 
		(d)	commercial paper with a minimum
      rating of “A-1” (or better) by S&P or “P-1” (or better) by Moody’s,
      full faith and credit direct obligations of the United States of America
      or, with respect to the Foreign Subsidiaries, of the central government of
      the applicable jurisdiction, or any agency thereof, certificates of
      deposit, and other short term investments (each of a duration of one year
      or less), maintained by Company or any of its Subsidiaries consistent with
      the present investment practices of such parties (as classified in the
      current financial statements of such parties);
		 
		(e)
          	Secured repurchase agreements
      against obligations itemized in paragraph (a) above, and executed by a
      bank or trust company or by members of the association of primary dealers
      or other recognized dealers in United States government securities, the
      market value of which must be maintained at levels at least equal to the
      amounts advanced and repurchase agreements entered into with
      counterparties


18 





	     	 	having ratings in either of the
      highest two rating categories by Moody’s or S&P, or the highest rating
      category by Fitch Investor Services, Duff & Phelps or Thompson Bank
      Watch and providing for underlying securities to be held by a third
      party;
		          	
		(f)	Any fund or other pooling
      arrangement which exclusively purchases and holds the investments itemized
      in (a) through (e) above; and
		 
		(g)
          	other short term investments
      (excluding investments in Subsidiaries, Affiliates or Joint Ventures) made
      or maintained by any Foreign Subsidiary outside of the United States of
      America in the ordinary course of its business, consistent with the
      present investment practices of Company and its Subsidiaries as of the
      date hereof (generally, and as to the individual and aggregate amounts and
      other terms thereof).


     “Permitted Securitization” shall mean the transfer or encumbrance of
certain foreign accounts receivable by any of the Foreign Subsidiaries to a
Special Purpose Subsidiary conducted in accordance with the following
requirements: 

	     	(a)
          	The disposition of foreign
      accounts receivable will not result in the aggregate principal amount of
      Debt at any time issued and outstanding in respect of Permitted
      Securitizations being in excess of Two Hundred Million Dollars
      ($200,000,000) in aggregate while the Indebtedness remains
      outstanding;
		          	
		(b)	The Foreign Subsidiary disposing
      of foreign accounts receivable to a Special Purpose Subsidiary pursuant to
      such Permitted Securitization shall itself actually receive (substantially
      contemporaneously with such disposition) cash in connection with any such
      Securitization Transaction in an amount based on normal and customary
      advance rates (and taking into account typical deductions for
      market-based, arms-length Securitization Transactions);
		 
		(c)	Each such disposition shall be
      without recourse to Company or its Domestic Subsidiaries and otherwise on
      normal and customary terms and conditions for comparable asset-based
      Securitization Transactions;
		 
		(d)	Each such Securitization
      Transaction shall be structured on the basis of the issuance of
      non-recourse (to Company or its Domestic Subsidiaries) Debt or other
      similar securities by a Special Purpose Subsidiary;
		 
		(e)	Both immediately before and
      immediately after each such disposition, no Default or Event of Default
      (whether or not related to such disposition) shall have occurred and be
      continuing; and
		 
		(f)	Immediately prior to and
      immediately after conducting each such Securitization Transaction, Company
      must have on its rated Senior Debt a BB- or better rating from S&P and
      a Ba3 rating or better from Moody’s.


19 




     “Permitted Transfer” shall mean (i) any disposition of inventory or worn
out or obsolete machinery, equipment or other such personal property in the
ordinary course of business, and (ii) the transfer by Company or its
Subsidiaries to Company or any Wholly Owned Subsidiary of machinery and
equipment from and after the Restatement Date (provided that no Default or Event
of Default has occurred and is continuing at the time of any such transfer).


     “Permitted Transferee” shall mean a “Permitted Transferee” as defined in
Company’s current Certificate of Incorporation, and any subsequent amendment of
the definition of such term approved by the Required Lenders. 

     “Person”
shall mean an individual, corporation, partnership, limited liability company,
trust, incorporated or unincorporated organization, joint venture, joint stock
company, or a government or any agency or political subdivision thereof or other
entity of any kind. 

     “Pledge
Agreement(s)” shall mean that certain Second Amended and Restated Stock Pledge
and Security Agreement dated as of April 20, 2007, as the same may be amended,
restated or otherwise modified from time to time, together with all other pledge
agreements, including any nantissements, notarial deeds, pledges
of financial instrument accounts, or other local law pledges (and any of them)
previously executed and delivered, executed and delivered as of the Effective
Date or to be executed or delivered pursuant to this Agreement (as the same may
be amended, restated or otherwise modified from time to time) all, in favor of
Agent, for and on behalf of Lenders under this Agreement (or pledged directly to
the Lenders, as local law shall require), provided, however, that with respect
to those Pledge Agreements executed by or covering the Equity Interests of a
Significant Foreign Subsidiary prior to the Restatement Date such Pledge
Agreements may exclude from the Indebtedness secured thereunder Hedging
Obligations that are deemed Indebtedness hereunder. 

     “Prime
Rate” shall mean the per annum interest rate established by Agent, or in the
case of Swing Line Advances carried at the Prime-based Rate, by Swing Line
Lender, as its prime rate for its borrowers, as such rate may vary from time to
time, which rate is not necessarily the lowest rate on loans made by Agent or
Swing Line Lender at any such time. 

     “Prime-based Advance” shall mean an Advance (including a Swing Line
Advance) which bears interest at the Prime-based Rate. 

     “Prime-based Rate” shall mean that rate of interest which is the sum of
the Applicable Margin plus the greater of (i) the Prime Rate or (ii) the
Alternate Base Rate. 

     “Prior Credit Agreement” is defined
in the Preamble. 

     “Pro
Forma Projected Financial Information” shall mean, as to any proposed
acquisition, a statement executed by an Authorized Officer of Company (supported
by reasonable detail) setting forth the total consideration to be paid or
incurred in connection with the proposed acquisition and, pro forma combined
projected financial information for Company and its Consolidated Subsidiaries
and the acquisition target (if applicable), consisting of projected opening
balance sheets and covenant calculations as of the proposed effective date of
the acquisition and as of the end of at least the next succeeding three (3)
fiscal years of Company following the acquisition and projected statements of
income, balance sheets and cash flow 

20 




statements for each of those years
based on historical financial information prepared in accordance with GAAP,
including sufficient detail to permit calculation of the amounts and the
financial covenants described in Sections 7.4 through 7.6 hereof and evidencing
projected compliance therewith, as projected as of the effective date of the
acquisition and for those fiscal years and accompanied by (i) a statement
setting forth a calculation of the ratios and amounts so described and (ii) a
statement in reasonable detail specifying all material assumptions underlying
the projections. 

     “Prohibited Transaction” shall mean any transaction involving a Pension
Plan which constitutes a “prohibited transaction” under Section 406 of ERISA or
Section 4975 of the Internal Revenue Code. 

     “Quoted
Rate” shall mean the rate of interest per annum offered by Swing Line Lender in
its sole discretion with respect to a Swing Line Advance. 

     “Quoted
Rate Advance” means any Swing Line Advance which bears interest at the Quoted
Rate. 

     “Rating
Agency” shall mean S&P, or Moody’s, or any of their respective successors,
or any other nationally recognized rating agency, and “Rating Agencies” shall be
the collective reference to any or all of the foregoing. 

     “Reaffirmation of Domestic Pledge Agreements” shall mean that certain
Reaffirmation of Domestic Pledge Agreements dated as of the Restatement Date to
the Agent for the benefit of the Lenders as the same may be amended, restated or
otherwise modified from time to time. 

     “Refunded Swing Line Advance” is
defined in Section 2.5(e) hereof. 

     “Register” is defined in Section
13.8(f) hereof. 

     “Reimbursement Obligation(s)” shall mean the aggregate amount of all
unreimbursed drawings under all Letters of Credit (excluding for the avoidance
of doubt, reimbursement obligations that are deemed satisfied pursuant to a
deemed disbursement under this Agreement). 

     “Reinvest” or “Reinvestment” shall mean, with respect to any Net Cash
Proceeds, received by any Person, the application of such monies to (i) repair,
improve or replace any tangible personal (excluding Inventory) or real property
of the Company and its Subsidiaries or any intellectual property reasonably
necessary in order to use or benefit from any property or (ii) acquire any such
property (excluding Inventory) to be used in the business of such
Person.

     “Reinvestment Period” shall mean a 180-day period during which
Reinvestment must be completed under Section 4.9(b) of this
Agreement. 

     “Reportable Event” shall mean a “reportable event” within the meaning of
Section 4043 of ERISA and the regulations promulgated thereunder, which is
material to Company and its Subsidiaries, taken as a whole, the reporting of
which has not been waived under such regulations.

21 




     “Request
for Advance” shall mean a Request for Revolving Credit Advance, a Request for
Swing Line Advance, a Request for Term Loan Advance, or any of them, as the
context may indicate or otherwise require. 

     “Request
for Revolving Credit Advance” shall mean a request for Revolving Credit Advance
issued by Company or by a Permitted Borrower and countersigned by Company under
Section 2.3(c) hereof, as the case may be, in the form attached annexed hereto
as Exhibit A-1, as such form may be amended or otherwise modified from time to
time.

     “Request
for Swing Line Advance” shall mean a request for Swing Line Advance issued by
Company or by a Permitted Borrower and countersigned by Company under Section
2.5(c) hereof, in the form attached annexed hereto as Exhibit A-2, as such form
may be amended or otherwise modified from time to time.

     “Request
for Term Loan Advance” shall mean a request for Term Loan Advance issued by
Company under Section 4.4 hereof, in the form attached annexed hereto as Exhibit
K, as such form may be amended or otherwise modified from time to time.


     “Required
Lenders” shall mean at any time (a) so long as the Revolving Credit Aggregate
Commitment has not been terminated, Lenders holding more than 50.0% of the sum
of (i) the Revolving Credit Aggregate Commitment plus (ii) the aggregate
principal amount of Indebtedness then outstanding under the Term Loan and (b) if
the Revolving Credit Aggregate Commitment has been terminated (whether by
maturity, acceleration or otherwise), Lenders holding more than 50.0% of the
aggregate principal amount then outstanding under the Revolving Credit and the
Term Loan; provided that, for purposes of determining Required Lenders
hereunder, the Letter of Credit Obligations and principal amount outstanding
under the Swing Line shall be allocated among the Revolving Credit Lenders based
on their respective Revolving Credit Percentages. 

     “Required
Revolving Credit Lenders” shall mean at any time (a) so long as the Revolving
Credit Aggregate Commitment has not been terminated, the Revolving Credit
Lenders holding more than 50.0% of the Revolving Credit Aggregate Commitment and
(b) if the Revolving Credit Aggregate Commitment has been terminated (whether by
maturity, acceleration or otherwise), Revolving Credit Lenders holding more than
50.0% of the aggregate principal amount then outstanding under the Revolving
Credit; provided that, for purposes of determining Required Revolving Credit
Lenders hereunder, the Letter of Credit Obligations and principal amount
outstanding under the Swing Line shall be allocated among the Revolving Credit
Lenders based on their respective Revolving Credit Percentages. 

     “Required
Term Loan Lenders” shall mean at any time with respect to the Term Loan, Term
Loan Lenders holding more than 50.0% of the aggregate principal amount then
outstanding under the Term Loan. 

     “Restatement Date” shall mean the date on which all of the conditions
precedent set forth in Sections 5.1 through 5.10 hereof have been satisfied, as
evidenced by the closing certificate of Company. 

22 




     “Revolving Credit” shall mean the revolving credit loans to be advanced
to the Borrowers by Lenders pursuant to Section 2 hereof, in an aggregate amount
(subject to the terms hereof), not to exceed, at any one time outstanding, the
Revolving Credit Aggregate Commitment. 

     “Revolving Credit Advance” or “Advance of the Revolving Credit” shall
mean a borrowing requested by a Borrower and made by the Revolving Credit
Lenders under Section 2.1 of this Agreement, including without limitation any
readvance, refunding or conversion of such borrowing pursuant to Section 2.3
hereof and any deemed disbursement of an Advance in respect of a Letter of
Credit under Section 3.6(a) hereof, and may include, subject to the terms
hereof, Eurocurrency-based Advances and Prime-based Advances. 

     “Revolving Credit Aggregate Commitment” shall mean Two Hundred Fifty
Million Dollars ($250,000,000.00) subject to (i) any increases in the Revolving
Credit Aggregate Commitment from time to time pursuant to Section 2.17 of this
Agreement, by an amount not to exceed the Revolving Credit Optional Increase and
(ii) reduction or termination under Section, 2.15, 2.16 or 9.2 hereof.


     “Revolving Credit Commitment Amount” shall mean with respect to any
Revolving Credit Lender, (i) if the Revolving Credit Aggregate Commitment has
not been terminated, the amount specified opposite such Revolving Credit
Lender’s name in the column entitled “Revolving Credit Commitment Amount” on
Schedule 1.1, as adjusted from time to time in accordance with the terms hereof;
and (ii) if the Revolving Credit Aggregate Commitment has been terminated
(whether by maturity, acceleration or otherwise), the amount equal to its
Revolving Credit Percentage of the aggregate principal amount outstanding under
the Revolving Credit (including the outstanding Letter of Credit Obligations and
any outstanding Swing Line Advances). 

     “Revolving Credit Facility Fee” shall mean the facility fee payable to
Agent for distribution to Lenders pursuant to Section 2.13 hereof. 

     “Revolving Credit Lenders” shall mean the financial institutions from
time to time parties hereto as lenders of the Revolving Credit. 

     “Revolving Credit Maturity Date” shall mean the earlier to occur of (i)
April 20, 2012, as such date may be extended from time to time pursuant to
Section 2.16 hereof, and (ii) the date on which the Revolving Credit Aggregate
Commitment shall be terminated pursuant to Section 2.15 or 9.2 hereof.


     “Revolving Credit Notes” shall mean the revolving credit notes which may
be issued by the Borrowers at the request of a Lender pursuant to Section 2.2(e)
hereof in the form annexed to this Agreement as Exhibit B-1 and B-2, as
applicable, as such Notes may be amended, renewed, replaced or extended from
time to time. 

     “Revolving Credit Optional Increase” shall mean an amount up to Two
Hundred Fifty Million Dollars ($250,000,000.00), minus the portions thereof
applied from time to time under Section 2.16 hereof to increase the Revolving
Credit Aggregate Commitment. 

23 




     “Revolving Credit Percentage” means, with respect to any Revolving Credit
Lender, the percentage specified opposite such Revolving Credit Lender’s name in
the column entitled “Revolving Credit Percentage” on Schedule 1.1, as adjusted
from time to time in accordance with the terms hereof. 

     “Securitization Transaction(s)” shall mean a transfer of, or grant of a
Lien on, foreign accounts receivable by any Foreign Subsidiary to a Special
Purpose Subsidiary or other special purpose or limited purpose entity and the
issuance (whether by such Special Purpose Subsidiary or other special purpose or
limited purpose entity or any other Person) of Debt or of any securities secured
directly or indirectly by interests in, or of trust or a comparable certificates
or other securities directly or indirectly evidencing interests in, such foreign
accounts receivable. 

     “Senior
Debt” shall mean, with respect to Company and its Consolidated Subsidiaries,
Total Debt, excluding Subordinated Debt. 

     “Significant Domestic Subsidiary(ies)” shall mean, at any time the
Domestic Permitted Borrowers and all Domestic Subsidiaries, whether existing as
of the Restatement Date or created or acquired by Company thereafter, except any
Subsidiary: 

	      	(a)	the total assets of
      which, on an individual basis, on any date of determination, are less than
      $20,000,000; and
		          	
		(b)	which has, as of the
      most recent fiscal quarter then ending, for the four preceding fiscal
      quarters, an EBITDA of less than $5,000,000.


     “Significant Foreign Subsidiary(ies)” shall mean, at any time, the
Foreign Permitted Borrowers and all Foreign Subsidiaries, whether existing as of
the Restatement Date or created or acquired by Company thereafter, except any
Subsidiary: 

	      	(a)	the total assets of
      which, on an individual basis, on any date of determination, are,
      excluding goodwill, less than $100,000,000; and
		          	 
		(b)	which has, as of the
      most recent fiscal quarter then ending, for the four preceding fiscal
      quarters, an EBITDA of less than $15,000,000,


provided however that, notwithstanding
the foregoing, none of the Israeli Subsidiaries shall be considered a
Significant Foreign Subsidiary hereunder and none of the Subsidiaries the Equity
Interests of which are not held directly by Company or any Domestic Subsidiary
shall be considered a Significant Foreign Subsidiary hereunder. 

     “Significant Subsidiary(ies)” shall mean the Significant Domestic
Subsidiaries and the Significant Foreign Subsidiaries. 

     “Siliconix” shall mean Siliconix
Incorporated, a Delaware corporation. 

     “Siliconix Technology” shall mean Siliconix Technology C.V., a company
formed under the laws of The Netherlands. 

24 




     “SPFV”
shall mean a special purpose funding vehicle utilized by a Granting Lender
pursuant to Section 13.8 hereof to fund all or any part of any Advance that such
Lender would otherwise be obligated to fund under this Agreement. 

     “Special
Letters of Credit” shall mean letters of credit issued by Agent from time to
time as an administrative convenience for the account of Company or its
Subsidiaries on its own behalf and not on behalf (by risk participation or
otherwise) of the other Lenders, in an aggregate undrawn amount at any time
outstanding plus the aggregate amount of unpaid Reimbursement Obligations not to
exceed the Letter of Credit Reserve in effect at such time, each such letter of
credit being in an undrawn amount of less than $750,000. 

     “Special
Purpose Subsidiary” shall mean any wholly-owned direct or indirect Subsidiary of
Company established for the sole purpose of conducting a Permitted
Securitization and otherwise established and operated in accordance with
customary industry practices. 

     “S&P”
means Standard & Poor’s Rating Services, a division of The McGraw-Hill
Companies, Inc., its successors and assigns, and, if such organization shall be
dissolved or liquidated or shall no longer perform the functions of a securities
rating agency, “S&P” shall be deemed to refer to any other nationally
recognized securities rating agency designated by Agent. 

     “Stockholder’s Equity” shall mean (i) legal capital (carried at the par
or stated value thereof) consisting of common or preferred stock, (ii) paid-in
capital to the extent of the excess over par or stated value paid for Equity
Interests and that created by a corporate readjustment and (iii) retained
earnings consisting of cumulative Net Income reduced by dividends declared or
paid. 

     “Subordinated Debt” shall mean all Debt of Company and its Subsidiaries
which has been subordinated in right of payment and priority to the
Indebtedness, in each case on terms and conditions reasonably satisfactory to
Agent and the Required Lenders, including, without limitation, the Subordinated
Debt existing on the Restatement Date and identified (as such) on Schedule 8.13
hereto. 

     “Subsidiary(ies)” shall mean any corporation, association, joint stock
company, limited liability company, partnership or business trust of which more
than fifty percent (50%) of the outstanding voting Equity Interests are owned
either directly or indirectly by Company or one or more of its Subsidiaries or
by Company and one or more of its Subsidiaries, or the management of which is
otherwise controlled, directly, or indirectly through one or more
intermediaries, or both, by Company and/or its Subsidiaries.

     “Sweep
Agreement” means any agreement relating to the “Sweep to Loan” automated system
of Agent or any other cash management arrangement which Company and/or any
Permitted Borrower and Agent have executed for the purposes of effecting the
borrowing and repayment of Swing Line Advances. 

     “Swing
Line” shall mean the revolving credit loan to be advanced to any of the a
Borrowers by Swing Line Lender pursuant to Section 2.5 hereof, in an aggregate
amount (subject to the terms hereof) not to exceed, at any one time outstanding,
the Swing Line Maximum Amount. 

25 




     “Swing
Line Advance” or “Advance of the Swing Line” shall mean a borrowing requested by
Borrower and made by Swing Line Lender pursuant to Section 2.5 hereof and may
include, subject to the terms hereof, Quoted Rate Advances and Prime-based
Advances. 

     “Swing Line Lender” shall mean
Comerica Bank, and its successors and assigns. 

     “Swing Line Maximum Amount” shall
mean Forty Million Dollars ($40,000,000). 

     “Swing
Line Notes” shall mean the swing line notes which may be issued by Company or a
Permitted Borrower at the request of Swing Line Lender pursuant to Section
2.5(a) hereof in the form annexed hereto as Exhibit C-1 or C-2, as the case may
be, as such Notes may be amended or supplemented from time to time, and any
notes issued in substitution, replacement or renewal thereof from time to time.


     “Tangible
Net Worth” shall mean, as of any date of determination, the total common
shareholders’ equity of Company and its Subsidiaries on a Consolidated basis,
together with the amount, if any, of preferred stock which is classified as part
of shareholders’ equity, as reflected on the most recent regularly prepared
quarterly balance sheet of Company and such Subsidiaries, which balance sheet
shall be prepared in accordance with GAAP, minus the book amount of intangible
assets including, without limitation, such items as goodwill, trademarks, trade
names, copyrights, patents, licenses and rights in any intangible assets, and
unamortized debt discount and expense, as of such date determined in accordance
with GAAP, but excluding the effects of the currency translation adjustment and
of the pension adjustment under the additional minimum liability section of FASB
87. 

     “Term
Loan” shall mean the term loan to be made to Borrower by the Term Loan Lenders
pursuant to Section 4.1 hereof, in the aggregate principal amount of not more
than One Hundred Twenty Five Million Dollars ($125,000,000). 

     “Term
Loan Advance” or “Advance of the Term Loan” shall mean the borrowing requested
by the Company and made by the Term Loan Lenders pursuant to Sections 4.1 and
4.4 hereof, including without limitation any refunding or conversion of such
borrowing pursuant to Section 4.4 hereof, and may include, subject to the terms
hereof, Eurocurrency-based Advances and Prime-based Advances. 

     “Term
Loan Amount” shall mean with respect to any Term Loan Lender, the amount equal
to its Term Loan Percentage of the aggregate principal amount outstanding under
the Term Loan. 

     “Term
Loan Lenders” shall mean the financial institutions from time to time parties
hereto as lenders of the Term Loan. 

     “Term Loan Maturity Date” shall mean
July 1, 2011. 

     “Term
Loan Notes” shall mean the term notes described in Section 4.2(e) hereof, made
by Borrower to each of the Term Loan Lenders in the form attached hereto as
Exhibit J, as such notes may be amended or supplemented from time to time, and
any other notes issued in substitution, replacement or renewal thereof from time
to time. 

26 




     “Term
Loan Percentage” shall mean with respect to any Term Loan Lender, the percentage
specified opposite such Term Loan Lender’s name in the column entitled “Term
Loan Percentage” on Schedule 1.1, as adjusted from time to time in accordance
with the terms hereof. 

     “Total
Debt” shall mean, with respect to Company and its Consolidated Subsidiaries, as
of any date of determination, the sum, without duplication, of (a) the aggregate
outstanding principal amounts of (i) Advances outstanding as of such date and
any Letter of Credit Obligations outstanding as of such date, (ii) all other
Debt of Company and its Subsidiaries as of such date for borrowed money or which
is evidenced by debentures, notes or other similar instruments, (iii) all other
obligations of Company and its Subsidiaries as of such date to reimburse the
issuers of letters of credit issued for their account for each payment made by
such issuers under such letters of credit (iv) all capitalized lease obligations
of Company and its Subsidiaries as of such date (v) all obligations of Company
and its Subsidiaries under conditional sale or other title retention agreements
relating to property or assets purchased and (vi) any Debt or off balance sheet
obligations issued pursuant to a Securitization Transaction (whether by a
Special Purpose Subsidiary or otherwise), all determined on a Consolidated
basis. 

     “Trans-European Business Day” shall mean a day when the Trans-European
Settlement System is open for business. 

     “Trans-European Settlement System” shall mean the Trans-European
Automated Real-time Gross Settlement Express Transfer System or any successor.


     “Treaty
on European Union” shall mean the Treaty of Maastricht (which was signed at
Maastricht on February 7, 1992 and came into force on November 1, 1993), as
amended by the Treaty of Amsterdam (which was signed on October 2, 1997 and came
into force on May 1, 1999) and the Treaty of Nice (which was signed on February
26, 2001 and came into force on February 1, 2003). 

     “USA Patriot Act” shall have the
meaning set forth in Section 6.9. 

     “Vishay
Asia” shall mean Vishay Intertechnology Asia Ltd. Pte., a company organized
under the laws of Singapore. 

     “Vishay
Europe” shall mean Vishay Europe GmbH, a company organized under the laws of the
Federal Republic of Germany, formerly known as Vishay Beteiligungs GmbH.


     “Vishay
Electronic” shall mean Vishay Electronic GmbH, a company organized under the
laws of the Federal Republic of Germany. 

     “Vishay
India” shall mean Vishay Components India Pvt Ltd., a company organized under
the laws of India. 

     “Vishay
Israel” shall mean Vishay Israel Limited, a corporation organized under the laws
of Israel and a Subsidiary of Company. 

27 




     “Weighted
Percentage” shall mean with respect to any Lender, its percentage share as set
forth in Schedule 1.1, as such Schedule may be revised by the Agent from time to
time, which percentage shall be calculated as follows: 

	      	(a)	as to such
      Lender, so long as the Revolving Credit Aggregate Commitment has not been
      terminated, its weighted percentage calculated by dividing (i) the sum of
      (x) its Revolving Credit Commitment Amount plus (y) its Term Loan Amount,
      by (ii) the sum of (x) the Revolving Credit Aggregate Commitment plus (y)
      the aggregate principal amount of Indebtedness outstanding under the Term
      Loan; and
		          	      	  
		(b)	as to such
      Lender, if the Revolving Credit Aggregate Commitment has been terminated
      (whether by maturity, acceleration or otherwise), its weighted percentage
      calculated by dividing (i) the sum of (x) its applicable Revolving Credit
      Commitment Amount plus (y) its Term Loan Amount, by (ii) the sum of the
      aggregate principal amount outstanding under (x) the Revolving Credit
      (including any outstanding Letter of Credit Obligations and outstanding
      Swing Line Advances) and (z) the Term Loan.


     “Wholly
Owned Subsidiary(ies)” shall mean any of Company’s direct or indirect
Subsidiaries whose Equity Interests (other than directors’ or qualifying shares
to the extent required under applicable law) are owned entirety by any other
Wholly Owned Subsidiary and/or Company, and for the avoidance of doubt, shall
include the Israeli Subsidiaries. 

     1.2
Euro.


	      	(a)	Redenomination of Eurocurrency-based Advances and other Advances
      into Euro Units.
		 	
		          	(i)	Each obligation under
      this Agreement of a party hereto which (A) was originally denominated in
      the former national currency of a Participating Member State, or (B) would
      otherwise have been denominated in such former national currency prior to
      such date shall be denominated in, or redenominated into, as applicable,
      the Euro Unit in accordance with EMU Legislation and applicable state law,
      provided that, if and to the extent that any EMU Legislation provides that
      amounts denominated in the euro unit or the National Currency Unit of a
      Participating Member State, that are payable by crediting an account of
      the creditor within that country, may be made in either Euro or National
      Currency Units, each party to this Agreement shall be entitled to pay or
      repay any such amounts in either the Euro Unit or such National Currency
      Unit.
			          	
		 	(ii)	Subject to any EMU
      Legislation, references in this Agreement to a minimum amount (or an
      integral multiple thereof) in a National Currency Unit to be paid to or by
      a party hereto shall be deemed to be a reference to such reasonably
      comparable and convenient amount (or an integral multiple thereof) in the
      Euro Unit as Agent may from time to time
specify.


28 




     
(b)      Payments. 

	     
                	(i)	All payments by any
      Borrower or any Lender of amounts denominated in the Euro or a National
      Currency Unit of a Participating Member State, shall be made in
      immediately available, freely transferable, cleared funds to the account
      of Agent in the principal financial center in such Participating Member
      State, as from time to time designated by Agent for such
  purpose.
		          	
		(ii)	All amounts payable by
      Agent to any party under this Agreement in the National Currency Unit of a
      Participating Member State shall instead be paid in the Euro
    Unit.
		 
		(iii)	Subject in the case of
      any Lender to Section 12.3 hereof, Agent shall not be liable to any party
      to this Agreement in any way whatsoever for any delay, or the consequences
      of any delay, in the crediting to any account of any amount denominated in
      the Euro or a National Currency Unit of a Participating Member
      State.
		 
		(iv)	All references herein
      to the London interbank or other national market with respect to any
      National Currency Unit of a Participating Member State shall be deemed a
      reference to the applicable markets and locations referred to in the
      definition of “Business Day” in Section
      1.1.
			 


	      	(c)	Increased
      Costs. The Borrowers shall, from time
      to time upon demand of any Lender (with a copy to Agent), pay to such
      Lender the amount of any cost or increased cost incurred by, or of any
      reduction in any amount payable to or in the effective return on its
      capital to, or of interest or other return foregone by, such Lender or any
      holding company of such Lender as a result of the introduction of,
      changeover to or operation of the Euro in a Participating Member State,
      other than any such cost or reduction or amount foregone reflected in any
      interest rate hereunder.
		          	
		(d)	Inconsistent
      Practice. If the basis of accrual of
      interest or fees expressed in this Agreement with respect to the currency
      of any state that becomes a Euro Member shall be inconsistent with any
      convention or practice in the London interbank market for the basis of
      accrual of interest or fees in respect of Euros, such convention or
      practice shall replace such expressed basis effective as of and from the
      date on which such state becomes a Euro Member; provided, that if any
      Advance in the currency of such state is outstanding immediately prior to
      such date, such replacement shall take effect, with respect to such
      Advance, at the end of the then current Interest Period.
		 
		(e)	Unavailability of
      Euro. If Agent at any time determines
      that: (i) the Euro has ceased to be utilized as the basic accounting unit
      of the European Community; (ii) for reasons affecting the market in Euros
      generally, Euros are not freely traded between banks internationally; or
      (iii) it is illegal, impossible or impracticable
for


29 





		 	payments to be made
      hereunder in Euro, then Agent may, in its discretion declare (such
      declaration to be binding on all the parties hereto) that any payment made
      or to be made thereafter which, but for this provision, would have been
      payable in the Euro shall be made in a component currency of the Euro or
      Dollars (as selected by Agent (the “Selected Currency”) and the
      amount to be so paid shall be calculated on the basis of the equivalent of
      the Euro in the Selected Currency).
		          	
	      	(f)	Additional Changes
      at Agent’s Discretion. This section and
      other provisions of this Agreement relating to Euros and the National
      Currency Units of Participating Member States shall be subject to such
      further changes (including changes in interpretation or construction) as
      Agent may from time to time in its reasonable discretion notify to the
      Borrowers and Lenders to be necessary or appropriate to reflect the
      changeover to the Euro in Participating Member
States.


     2. REVOLVING CREDIT


     2.1 Commitment. Subject to the terms and
conditions of this Agreement (including without limitation Section 2.3 hereof),
each Revolving Credit Lender severally and for itself alone agrees to make
Advances of the Revolving Credit in any one or more of the Permitted Currencies
to any of the Borrowers from time to time on any Business Day during the period
from the Restatement Date until (but excluding) the Revolving Credit Maturity
Date in an aggregate amount, based on the Dollar Amount of any Revolving Credit
Advances outstanding in Dollars and the Current Dollar Equivalent of any
Advances outstanding in Alternative Currencies, not to exceed at any one time
outstanding such Revolving Credit Lender’s Revolving Credit Percentage. Except
as provided in Section 2.12 hereof, for purposes of this Agreement, Revolving
Credit Advances in Alternative Currencies shall be determined, denominated and
redenominated as set forth in Section 2.11 hereof. Subject to the terms and
conditions set forth herein, advances, repayments and readvances may be made
under the Revolving Credit. Advances of the Revolving Credit shall be subject to
the following additional conditions and limitations: 

	      	(a)	No Permitted Borrower
      shall be entitled to request an Advance of the Revolving Credit or the
      Swing Line or the issuance of a Letter of Credit hereunder until (i) it
      has become a party to this Agreement, either by execution and delivery of
      this Agreement, or by execution and delivery of a Permitted Borrower
      Addendum to this Agreement, (ii) it has become a party to the applicable
      Guaranty either by execution and delivery of such Guaranty or by execution
      and delivery of a Joinder Agreement to such Guaranty, and (iii) in the
      case of each Permitted Borrower, Company has encumbered and/or delivered
      (or caused to be encumbered and/or delivered), as the case may be,
      pursuant to a Pledge Agreement those Equity Interests issued by such
      Permitted Borrower and owned (directly or indirectly) by Company by
      authority documents, legal opinions and other supporting documents as
      reasonably required by Agent and the Required Revolving Credit Lenders
      hereunder;
		          	
		(b)	No Subsidiary which is
      a Permitted Borrower as of the Restatement Date nor any Foreign Subsidiary
      which becomes a Permitted Borrower after the
  Restatement


30 




Date shall
be entitled to request or maintain (or, in the case of any Eurocurrency-based
Advance, maintain beyond any applicable Interest Period then in effect) an
Advance of the Revolving Credit or the Swing Line or the issuance of a Letter of
Credit hereunder if it ceases to be a Wholly Owned Subsidiary of Company.


     2.2 Accrual of Interest and Maturity; Evidence of
Indebtedness. (a) Company hereby
unconditionally promises to pay to Agent for the account of each Revolving
Credit Lender the then unpaid principal amount of each Revolving Credit Advance
of such Revolving Credit Lender made to Company and each Permitted Borrower, and
each Permitted Borrower hereby unconditionally promises to pay to Agent for the
account of each Revolving Credit Lender the then unpaid principal amount of each
Revolving Credit Advance of such Revolving Credit Lender made to such Permitted
Borrower, on the Revolving Credit Maturity Date and on such other dates and in
such other amounts as may be required from time to time pursuant to this
Agreement. 

	      	(a)	Each Revolving Credit
      Lender shall maintain in accordance with its usual practice an account or
      accounts evidencing indebtedness of Company and each Permitted Borrower to
      the appropriate lending office of such Revolving Credit Lender resulting
      from each Revolving Credit Advance made by such lending office of such
      Revolving Credit Lender from time to time, including the amounts of
      principal and interest payable thereon and paid to such Revolving Credit
      Lender from time to time under this Agreement.
		          	
		(b)	Agent shall maintain
      the Register pursuant to Section 13.8(f), and a subaccount therein for
      each Revolving Credit Lender, in which Register and subaccounts (taken
      together) shall be recorded (i) the amount and applicable Permitted
      Currency of each Revolving Credit Advance made hereunder, the type thereof
      and each Interest Period applicable to any Eurocurrency-based Advance,
      (ii) the amount of any principal or interest due and payable or to become
      due and payable from Company or the applicable Permitted Borrower, as the
      case may be, to each Revolving Credit Lender hereunder in respect of the
      Revolving Credit Advances and (iii) both the amount of any sum received by
      Agent hereunder from Company or the applicable Permitted Borrower in
      respect of the Revolving Credit Advances and each Revolving Credit
      Lender’s share thereof.
		 
		(c)	The entries made in
      the Register and the accounts of each Revolving Credit Lender maintained
      pursuant to paragraphs (b) and (c) of this Section 2.1 shall absent
      manifest error, to the extent permitted by applicable law, be conclusive
      evidence of the existence and amounts of the obligations of Company and
      the Permitted Borrowers therein recorded; provided, however, that the
      failure of any Revolving Credit Lender or Agent to maintain the Register
      or any such account, as applicable, or any error therein, shall not in any
      manner affect the obligation of each of Company and each Permitted
      Borrower to repay the Revolving Credit Advances (and all other amounts
      owing with respect thereto) made to Company or such Permitted Borrower by
      such Revolving Credit Lender in accordance with the terms of this
      Agreement.


31 





	      	(d)
  
               	Company agrees that,
      upon written request to the Agent (with a copy to Company) by any
      Revolving Credit Lender, Company and each of the Permitted Borrowers will
      execute and deliver, to such Revolving Credit Lender, at Company’s (or
      such Permitted Borrower’s) own expense, a Revolving Credit Note of each of
      Company and each of the Permitted Borrowers evidencing the outstanding
      Revolving Credit Advances owing to such Revolving Credit Lender; provided,
      that the delivery of such Revolving Credit Notes shall not be a condition
      precedent to the Restatement Date.


     2.3 Requests for and Refundings and Conversions of Advances. Company or a Permitted Borrower (with the countersignature
of Company hereunder) may request a Revolving Credit Advance, refund any such
Revolving Credit Advance in the same type of Revolving Credit Advance or convert
any such Revolving Credit Advance to any other type of Revolving Credit Advance
only after delivery to Agent of a Request for Revolving Credit Advance executed
by an Authorized Officer of Company or of such Permitted Borrower (with the
countersignature of an Authorized Officer of Company), subject to the following
and to the remaining provisions hereof: 

	      	(a)	each such
      Request for Revolving Credit Advance shall set forth the information
      required on the Request for Revolving Credit Advance form annexed hereto
      as Exhibit A-1, including without limitation:
		          	
		 	(i)	the proposed date of
      such Revolving Credit Advance, which must be a Business Day;
			          	
		 	(ii)	whether such Revolving
      Credit Advance is a refunding or conversion of an outstanding Revolving
      Credit Advance;
		 
		 	(iii)	whether such Revolving
      Credit Advance is to be a Prime-based Advance or a Eurocurrency-based
      Advance, and, except in the case of a Prime-based Advance, the first
      Interest Period applicable thereto; and
		 
		 	(iv)	in the case of a
      Eurocurrency-based Advance, the Permitted Currency in which such Revolving
      Credit Advance is to be made.
		 
		(b)	each such
      Request for Revolving Credit Advance shall be delivered to Agent by 12:00
      noon (Detroit time) three (3) Business Days prior to the proposed date of
      such Revolving Credit Advance, except in the case of a Prime-based Advance
      to the Company or a Domestic Permitted Borrower, for which the Request for
      Revolving Credit Advance must be delivered by 12:00 noon (Detroit time) on
      such proposed date;
		 
		(c)	on the
      proposed date of such Revolving Credit Advance, the Dollar Amount of the
      principal amount of such requested Revolving Credit Advance, plus the
      Dollar Amount of the principal amount of any other Revolving Credit
      Advances and Swing Line Advances being requested on such date, plus the
      principal amount of all other Advances of the Revolving Credit and of the
      Swing Line (except to the extent being refunded by such requested
      Revolving Credit Advance) then


32 





		 	outstanding hereunder,
      in each case whether to Company or any of the Permitted Borrowers (using
      the Current Dollar Equivalent of any such Revolving Credit Advances
      outstanding in any Alternative Currency, determined pursuant to the terms
      hereof as of the date of such requested Revolving Credit Advance), plus
      the aggregate outstanding amount of all Letter of Credit Obligations
      (based on the Dollar Amount of such Letter of Credit Obligations for any
      Letters of Credit denominated in Dollars and the Current Dollar Equivalent
      of any Letters of Credit denominated in any Alternative Currency) shall
      not exceed the Revolving Credit Aggregate Commitment; provided however,
      that, in the case of any Revolving Credit Advance being applied to refund
      an outstanding Swing Line Advance, the aggregate principal amount of Swing
      Line Advances to be refunded shall not be included for purposes of
      calculating the limitation under this Section 2.3(c);
		 
	      	(d)	in the case of a
      Permitted Borrower, on the proposed date of such Revolving Credit Advance,
      the principal amount of the Revolving Credit Advance being requested by
      such Permitted Borrower (determined and tested as aforesaid), plus the
      principal amount of any other Revolving Credit Advances and Swing Line
      Advances being requested by such Permitted Borrower on such date, plus the
      principal amount of any other Revolving Credit Advances and all Swing Line
      Advances then outstanding to such Permitted Borrower hereunder (determined
      as aforesaid), plus the Letter of Credit Obligations relating to Letters
      of Credit issued for the account of such Permitted Borrower, shall not
      exceed the applicable Permitted Borrower Sublimit;
		          	
		(e)	in the case of a
      Prime-based Advance, the principal amount of the initial funding of such
      Revolving Credit Advance, as opposed to any refunding or conversion
      thereof, shall be in a minimum amount of $5,000,000;
		 
		(f)	in the case of a
      Eurocurrency-based Advance, the principal amount of such Advance, plus the
      amount of any other outstanding Advance of the Revolving Credit to be then
      combined therewith having the same Applicable Interest Rate and Interest
      Period, if any, shall be in a minimum amount of Ten Million Dollars
      ($10,000,000) or the equivalent thereof in an Alternative Currency (or a
      whole multiple of One Hundred Thousand Dollars ($100,000), or the
      equivalent thereof in the applicable Alternative Currency) and at any one
      time there shall not be in effect more than (x) for Revolving Credit
      Advances to Company, ten (10) Applicable Interest Rates and Interest
      Periods, and (y) for Revolving Credit Advances to each Permitted Borrower
      five (5) Applicable Interest Rates and Interest Periods for each such
      currency;
		 
		(g)	a Request for
      Revolving Credit Advance, once delivered to Agent, shall not be revocable
      by Company or the Permitted Borrowers;
		 
		(h)	each Request for
      Revolving Credit Advance shall constitute a certification by Company and
      the applicable Permitted Borrower, if any, as of the date thereof
      that:


33 





	               
    	(i)	both before and after
      such Revolving Credit Advance, the obligations of Company and the
      Permitted Borrowers set forth in this Agreement and the other Loan
      Documents to which such Persons are parties are valid, binding and
      enforceable obligations of Company and the Permitted Borrowers, as the
      case may be;
		          	
		(ii)	all conditions to
      Revolving Credit Advances of the Revolving Credit have been satisfied, and
      shall remain satisfied to the date of such Revolving Advance (both before
      and after giving effect to such Revolving Credit Advance);
		 
		(iii)	there is no Default or
      Event of Default in existence, and none will exist upon the making of such
      Revolving Credit Advance (both before and after giving effect to such
      Revolving Credit Advance);
		 
		(iv)	the representations
      and warranties contained in this Agreement and the other Loan Documents
      are true and correct in all material respects and shall be true and
      correct in all material respects as of the making of such Revolving Credit
      Advance (both before and after giving effect to such Revolving Credit
      Advance); and
		 
		(v)	the execution of such
      Request for Revolving Credit Advance will not violate the material terms
      and conditions of any material contract, agreement or other borrowing of
      Company or the Permitted Borrowers.
			 
		Agent, acting on behalf
      of Revolving Credit Lenders, may, at its option, lend under this Section 2
      upon the telephone request of an Authorized Officer of Company or a
      Permitted Borrower and, in the event Agent, acting on behalf of Revolving
      Credit Lenders, makes any such Advance upon a telephone request, the
      requesting officer shall fax or email to Agent, on the same day as such
      telephone request, a Request for Revolving Credit Advance. Company and
      Permitted Borrowers hereby authorize Agent to disburse Revolving Credit
      Advances under this Section 2.3 pursuant to the telephone instructions of
      any person purporting to be a person identified by name on a written list
      of persons authorized by Company and delivered to Agent prior to the date
      of such request to make Requests for Revolving Credit Advance on behalf of
      Company and the Permitted Borrowers. Notwithstanding the foregoing,
      Company and each Permitted Borrower acknowledge that Company and each such
      Permitted Borrower shall bear all risk of loss resulting from
      disbursements made upon any telephone request. Each telephone request for
      a Revolving Credit Advance shall constitute a certification of the matters
      set forth in the Request for Revolving Credit Advance form as of the date
      of such requested Advance.


    
2.4 Disbursement of Advances. 

	      	(a)	       	Upon receiving any
      Request for Revolving Credit Advance from Company or a Permitted Borrower
      under Section 2.3 hereof, Agent shall promptly notify
  each


34 





			Revolving Credit Lender
      by wire, telex, email or telephone (confirmed by email, wire, telecopy or
      telex) of the amount and currency of such Advance to be made and the date
      such Advance is to be made by said Revolving Credit Lender pursuant to its
      Revolving Credit Percentage of such Advance. Unless such Revolving Credit
      Lender’s commitment to make Advances of the Revolving Credit hereunder
      shall have been suspended or terminated in accordance with this Agreement,
      each such Revolving Credit Lender shall make available the amount of its
      Revolving Credit Percentage of each Advance in immediately available funds
      in the currency of such Advance to Agent, as follows:
				 
		 	(i)	for Domestic Advances,
      at the office of Agent located at One Detroit Center, Detroit, Michigan
      48226, not later than 3:00 p.m. (Detroit time) on the date of such
      Advance; and
			          	
		 	(ii)	for Eurocurrency-based
      Advances, at Agent’s Correspondent for the account of the Eurocurrency
      Lending Office of Agent, not later than 12 noon (the time of Agent’s
      Correspondent) on the date of such Advance.
		 
	      	(b)	Subject to
      submission of an executed Request for Revolving Credit Advance by Company
      or a Permitted Borrower (with the countersignature of Company as
      aforesaid) without exceptions noted in the compliance certification
      therein, Agent shall make available to Company or to the applicable
      Permitted Borrower, as the case may be, the aggregate of the amounts so
      received by it from Revolving Credit Lenders in like funds and
      currencies:
		          	
		 	(i)	for Domestic Advances,
      not later than 4:00 p.m. (Detroit time) on the date of such Advance by
      credit to an account of Company or such Permitted Borrower maintained with
      Agent or to such other account or third party as Company or such Permitted
      Borrower may reasonably direct; and
		 
		 	(ii)	for Eurocurrency-based
      Advances, not later than 4:00 p.m. (the time of Agent’s Correspondent) on
      the date of such Advance, by credit to an account of Company or such
      Permitted Borrower maintained with Agent’s Correspondent or to such other
      account or third party as Company or such Permitted Borrower may
      reasonably direct.
		 
		(c)	Agent shall
      deliver the documents and papers received by it for the account of each
      Revolving Credit Lender to such Revolving Credit Lender or upon its order.
      Unless Agent shall have been notified by any Revolving Credit Lender prior
      to the date of any proposed Advance that such Revolving Credit Lender does
      not intend to make available to Agent such Revolving Credit Lender’s
      Revolving Credit Percentage of such Advance, Agent may assume that such
      Revolving Credit Lender has made such amount available to Agent on such
      date and in such currency, as aforesaid and may, in reliance upon such
      assumption, make available to Company or to the applicable Permitted
      Borrower, as the case may be, a corresponding amount. If such amount is
      not in fact made available to Agent by such Revolving Credit Lender, as
      aforesaid, Agent shall be entitled to recover


35 





		such amount on demand
      from such Revolving Credit Lender. If such Revolving Credit Lender does
      not pay such amount forthwith upon Agent’s demand therefor, Agent shall
      promptly notify Company, and Company or the applicable Permitted Borrower
      shall pay such amount to Agent, if such notice is delivered to Company
      prior to 1:00 p.m (Detroit time) on a Business Day, on the day such notice
      is received, and otherwise on the next Business Day, and such amount paid
      by Company shall be applied as a prepayment of the Revolving Credit
      (without any corresponding reduction in the Revolving Credit Aggregate
      Commitment), reimbursing Agent for having funded said amounts on behalf of
      such Revolving Credit Lender. The Company shall retain its claim against
      such Revolving Credit Lender with respect to the amounts repaid by it to
      Agent and, if such Revolving Credit Lender subsequently makes such amounts
      available to the Agent, Agent shall promptly make such amounts available
      to the Borrower as a Revolving Credit Advance. Agent shall also be
      entitled to recover from such Revolving Credit Lender or Company or the
      applicable Permitted Borrower, as the case may be, but without
      duplication, interest on such amount in respect of each day from the date
      such amount was made available by Agent to Company or such Permitted
      Borrower, as the case may be, to the date such amount is recovered by
      Agent, at a rate per annum equal to:
			 
	               
    	(i)	in the case of such
      Revolving Credit Lender, for the first two (2) Business Days such amount
      remains unpaid, with respect to Domestic Advances, the Federal Funds
      Effective Rate, and with respect to Eurocurrency-based Advances, Agent’s
      aggregate marginal cost (including the cost of maintaining any required
      reserves or deposit insurance and of any fees, penalties, overdraft
      charges or other costs or expenses incurred by Agent as a result of such
      failure to deliver funds hereunder) of carrying such amount and
      thereafter, at the rate of interest then applicable to such Revolving
      Credit Advances; and
		          	
		(ii)	in the case of Company
      or such Permitted Borrower, the rate of interest then applicable to such
      Advance of the Revolving Credit.
			 
		Until such Revolving
      Credit Lender has paid Agent such amount, such Revolving Credit Lender
      shall have no interest in or rights with respect to such Advance for any
      purpose whatsoever. The obligation of any Revolving Credit Lender to make
      any Advance of the Revolving Credit hereunder shall not be affected by the
      failure of any other Revolving Credit Lender to make any Advance
      hereunder, and no Revolving Credit Lender shall have any liability to
      Company or any of its Subsidiaries, Agent, any other Revolving Credit
      Lender, or any other party for another Revolving Credit Lender’s failure
      to make any loan or Advance hereunder.


      2.5 (a)
Swing Line Advances. Swing Line Lender may, on the terms and subject to the conditions
hereinafter set forth (including without limitation Section 2.5(c) hereof), make
one or more advances in Dollars or in any Alternative Currency (each such
advance being a “Swing Line Advance”) to any Borrower, from time to time on any
Business Day during the period from 

36 




the date hereof to (but excluding) the
Revolving Credit Maturity Date in an aggregate amount, based on the Dollar
Amount of any such Advances outstanding in Dollars and the Current Dollar
Equivalent of any such Advances outstanding in Alternative Currencies, not to
exceed at any time outstanding the Swing Line Maximum Amount. Swing Line Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing indebtedness of each Borrower to Swing Line Lender resulting from
each Swing Line Advance of such Lender from time to time, including the amounts
of principal and interest payable thereon and paid to such Lender from time to
time. The entries made in such account or accounts of Swing Line Lender shall,
to the extent permitted by applicable law, be conclusive evidence, absent
manifest error, of the existence and amounts of the obligations of such Borrower
therein recorded; provided, however, that the failure of Swing Line Lender to maintain such
account, as applicable, or any error therein, shall not in any manner affect the
obligation of such Borrower to repay the Swing Line Advances (and all other
amounts owing with respect thereto) made to such Borrower by Swing Line Lender
in accordance with the terms of this Agreement. Advances, repayments and
readvances under the Swing Line may be made, subject to the terms and conditions
of this Agreement. Each Swing Line Advance shall mature and the principal amount
thereof shall be due and payable by the applicable Borrower on the last day of
the Interest Period applicable thereto (if any) and in the case of any
Prime-based Advance, on the Revolving Credit Maturity Date. 

     Each
Borrower agrees that, upon the written request of Swing Line Lender (with a copy
concurrently delivered to Agent) it will execute and deliver to Swing Line
Lender Swing Line Notes executed by it provided, that the delivery of such Swing
Line Notes shall not be a condition precedent to the Restatement Date.


	      	(a)	Accrual
      of Interest. Each Swing Line Advance
      shall, from time to time after the date of such Advance, bear interest at
      its Applicable Interest Rate. The amount and date of each Swing Line
      Advance, its Applicable Interest Rate, its Interest Period, if any, and
      the amount and date of any repayment shall be noted on Swing Line Lender’s
      account maintained pursuant to Section 2.5(a), which records will be
      conclusive evidence thereof, absent manifest error; provided, however,
      that any failure by Swing Line Lender to record any such information shall
      not relieve such Borrower of its obligation to repay the outstanding
      principal amount of such Advance, all interest accrued thereon and any
      amount payable with respect thereto in accordance with the terms of this
      Agreement and the other Loan Documents.
		          	
		(b)	Requests
      for Swing Line Advances. Company or a
      Permitted Borrower (with the countersignature of Company) may request a
      Swing Line Advance only after delivery to Swing Line Lender (with a copy
      concurrently delivered to Agent) of a Request for Swing Line Advance
      executed by an Authorized Officer of Company and, if applicable such
      Permitted Borrower, subject to the following and to the remaining
      provisions hereof:
			          	
		 	(i)	each such Request for
      Swing Line Advance shall set forth the information required on the Request
      for Advance form annexed hereto as Exhibit A–2, including without
      limitation:


37 





		(A) the
      proposed date of such Swing Line Advance, which must be a Business
      Day;
	 
		(B) whether
      such Swing Line Advance is to be a Prime-based Advance, a
      Eurocurrency-based Advance or a Quoted Rate Advance;
	 
	               	(C) except
      with respect to any Prime-based Advance, the duration of the Interest
      Period applicable thereto; and
	 
		(D) in the
      case of a Eurocurrency-based Advance, the Permitted Currency in which such
      Advance is to be made.



	      	(ii)	the Dollar Amount of the
      principal amount of such requested Swing Line Advance, plus the aggregate
      principal amount of all other Swing Line Advances then outstanding
      hereunder (including any other Swing Line Advances requested to be made on
      such date but excluding any such Advances being refunded by such requested
      Swing Line Advance) to any Borrower (using the Current Dollar Equivalent
      of any such Advances outstanding in any Alternative Currency, determined
      pursuant to the terms hereof as of the date of such requested Advance)
      shall not exceed the Swing Line Maximum Amount;
		          	
		(iii)	as of the proposed date of such
      Swing Line Advance, the Dollar Amount of the principal amount of such
      requested Swing Line Advance, plus the aggregate principal amount of all
      other Swing Line Advances and all Advances of the Revolving Credit then
      outstanding hereunder (including any Revolving Credit Advances or other
      Swing Line Advances requested to be made on such date, but excluding any
      such Advances being refunded by such requested Swing Line Advance) to any
      Borrower (using the Current Dollar Equivalent of any such Advances
      outstanding in any Alternative Currency, determined pursuant to the terms
      hereof as of the date of such requested Advance), and the aggregate
      outstanding Letter of Credit Obligations (based on the Dollar Amount of
      any Letters of Credit denominated in Dollars and the Current Dollar
      Equivalent of the Letters of Credit denominated in any Alternative
      Currency) shall not exceed the Revolving Credit Aggregate
      Commitment;
		 
		(iv)	in the case of any Permitted
      Borrower, as of the proposed date of such Swing Line Advance, the
      principal amount of the requested Swing Line Advance to such Permitted
      Borrower (determined as aforesaid), plus the aggregate principal amount of
      any other Swing Line Advances and all other Advances then outstanding to
      such Permitted Borrower hereunder (including, without duplication,
      Revolving Credit Advances or Swing Line Advances requested to be made on
      such date) determined as aforesaid, plus the aggregate amount of all
      outstanding Letter of Credit Obligations relating to Letters of Credit
      issued for the account of such Permitted Borrower (using the Current
      Dollar Equivalent thereof for any Letters of


38 





		 	Credit denominated in any
      Alternative Currency) shall not exceed the applicable Permitted Borrower
      Sublimit;
		 
		(v)	in the case of a Prime-based
      Advance, the principal amount of the initial funding of such Advance, as
      opposed to any refunding or conversion thereof, shall be at least One
      Hundred Thousand Dollars ($100,000) or, in the case of such Advances
      requested by any Permitted Borrowers formed under the laws of The
      Netherlands, the Dollar Amount as of such date of Euro 50,000, if such
      Dollar Amount is greater than $100,000;
		 
		(vi)	in the case of a
      Eurocurrency-based Advance or a Quoted Rate Advance, the principal amount
      of such Advance, the principal amount of such Swing Line Advance plus the
      amount of any other outstanding Advance of the Swing Line to be then
      combined therewith having the same Applicable Interest Rate and Interest
      Period, if any, shall be, at least Two Hundred Fifty Thousand Dollars
      ($250,000), or the equivalent thereof in an Alternative Currency (or a
      whole multiple of One Hundred Thousand Dollars ($100,000), or the
      equivalent thereof in the applicable Alternative Currency), and at any one
      time there shall not be in effect more than (x) for Advances in Dollars,
      Five (5) Applicable Interest Rates and Interest Periods, and (y) for
      Advances in any Alternative Currency (other than eurodollars), two (2)
      Applicable Interest Rates and Interest Periods for each such
      currency;
		 
	      	(vii)	each such Request for Swing Line
      Advance shall be delivered to Swing Line Lender (with a copy concurrently
      delivered to Agent) (x) for each Advance in Dollars, by 2:00 p.m. (eastern
      time) (or such other time as Swing Line Lender shall specify to the
      applicable Borrower) on the proposed date of the Advance and (y) for each
      Advance in any Alternative Currency, by 10:00 a.m. (eastern time) two (2)
      Business Days prior to the proposed date of Advance;
		          	
		(viii)	each Request for Swing Line
      Advance, once delivered to Swing Line Lender, shall be irrevocable by
      Company and any applicable Permitted Borrower, and shall constitute and
      include a certification by Company and any applicable Permitted Borrower
      as of the date thereof that:
		  
		
      (A)
      both before and after such Swing Line
      Advance, the obligations of the Borrowers set forth in this Agreement and
      the Loan Documents, are valid, binding and enforceable obligations of the
      Borrowers and any of their Subsidiaries party thereto;

		 
		
      (B)
      all conditions to the making of Swing Line
      Advances have been satisfied (both before and after giving effect to such
      Advance);

		 
		
      (C)
      both before and after the making of such
      Swing Line Advance, there is no Default or Event of Default in existence;
      and 



39 





		 	(D) both
      before and after such Swing Line Advance, the representations and
      warranties contained in this Agreement and the other Loan Documents are
      true and correct in all material respects.
		 
		 	(ix)	      	At the option of
      Agent, subject to revocation by Agent at any time and from time to time
      and so long as Agent is Swing Line Lender, Borrower may utilize Agent’s
      “Sweep to Loan” automated system for obtaining Swing Line Advances and
      making periodic repayments. At any time during which the “Sweep to Loan”
      system is in effect, Swing Line Advances shall be advanced to fund
      borrowing needs pursuant to the terms of the Sweep Agreement. Each time a
      Swing Line Advance is made using the “Sweep to Loan” system, Company and
      the applicable Permitted Borrowers shall be deemed to have certified to
      Agent and Revolving Credit Lenders each of the matters set forth in clause
      (viii) of this Section 2.5(c). Principal and interest on Swing Line
      Advances requested, or deemed requested, pursuant to this Section shall be
      paid pursuant to the terms and conditions of the Sweep Agreement without
      any deduction, setoff or counterclaim whatsoever. Unless sooner paid
      pursuant to the provisions hereof or the provisions of the Sweep
      Agreement, the principal amount of the Swing Loans shall be paid in full,
      together with accrued interest thereon, on the Revolving Credit Maturity
      Date. Agent may suspend or revoke any Borrower’s privilege to use the
      “Sweep to Loan” system at any time and from time to time for any reason
      and, immediately upon any such revocation, the “Sweep to Loan” system
      shall no longer be available to Borrower for the funding of Swing Line
      Advances hereunder (or otherwise), and the regular procedures set forth in
      this Section 2.5 for the making of Swing Line Advances shall be deemed
      immediately to apply. Agent may, at its option, also elect to make Swing
      Line Advances upon Borrower’s telephone requests on the basis set forth in
      the last paragraph of Section 2.3, provided that Company and the
      applicable Permitted Borrowers each complies with the provisions set forth
      in this Section 2.5.
		          			
	      	(c)	Disbursement of Swing Line Advances. Unless otherwise notified in writing by Agent promptly following
      each receipt of a Request for Swing Line Advance hereunder, Swing Line
      Lender may assume that all conditions precedent to the disbursement of
      such requested Swing Line Advance have been satisfied, including without
      limitation that no Default or Event of Default has occurred and is
      continuing and that the entirety of the Swing Line Maximum Amount less any
      outstanding Swing Line Advances is available hereunder (provided that
      Agent shall have no responsibility whatsoever to Swing Line Lender or to
      any other Lender to give any notice hereunder, except as set forth in
      Section 12.12 of this Agreement), and subject to the proper submission of
      an executed Request for Swing Line Advance by Company or a Permitted
      Borrower without exceptions noted in the compliance certification therein
      and to the other terms and conditions hereof, Swing Line Lender shall make
      available to Company or the applicable


40 





		 	Permitted Borrower the
      amount so requested, in like funds and currencies, not later
    than:
		 
		 	(i)	      	for Prime-based Advances or
      Quoted Rate Advances, not later than 5:00 p.m. (eastern time) on the date
      of such Advance by credit to an account of Company or the applicable
      Permitted Borrower maintained with Swing Line Lender or with Agent or to
      such other account or third party as Company or the Permitted Borrower may
      reasonably direct in writing; and
		 
		 	(ii)		for Eurocurrency-based Advances,
      not later than 4:00 p.m. (the time of the office of Swing Line Lender
      funding such Advance) on the date of such Advance, by credit to an account
      of Company or the Permitted Borrower maintained with Swing Line Lender’s
      or Agent’s Correspondent or to such other account or third party as
      Company or the applicable Permitted Borrower may reasonably direct in
      writing.
		 
		 	Swing Line Lender shall
      promptly notify Agent of any Swing Line Advance by telephone, telex or
      telecopier.
		 
	      	(d)	Refunding of or
      Participation Interest in Swing Line Advances.
		          	
		 	(i)		Acting through Agent (which
      shall, subject to the terms hereof, comply with Swing Line Lender’s
      request), Swing Line Lender, at any time in its sole and absolute
      discretion, may on behalf of Company or the applicable Permitted Borrower
      (each of which hereby irrevocably directs Swing Line Lender and Agent to
      act on its behalf) request each of Revolving Credit Lenders (including
      Swing Line Lender in its capacity as a Revolving Credit Lender) to make an
      Advance of the Revolving Credit to each of Company and/or the applicable
      Permitted Borrowers, for each Permitted Currency in which Swing Line
      Advances are outstanding to such party, in an amount (in the applicable
      Permitted Currency, determined in accordance with Section 2.11(b) hereof)
      equal to such Revolving Credit Lender’s Revolving Credit Percentage of the
      principal amount of the aggregate Swing Line Advances outstanding in each
      Permitted Currency to each such party on the date such notice is given
      (the “Refunded Swing Line Advances”); provided however that Swing Line
      Advances which are carried at the Quoted Rate or the Eurocurrency-based
      Rate which are converted to Revolving Credit Advances at the request of
      Swing Line Lender at a time when no Default or Event of Default has
      occurred and is continuing, shall not be subject to Section 11.1 and no
      losses, costs or expenses may be assessed by Swing Line Lender against any
      Borrower or other Revolving Credit Lenders as a consequence of such
      conversion. In the case of each Refunded Swing Line Advance outstanding in
      Dollars, the applicable Advance of the Revolving Credit used to refund
      such Swing Line Advance shall be a Prime-based Advance. In the case of
      each Refunded Swing Line Advance outstanding in any Alternative Currency,
      the applicable Advance of the Revolving Credit used to refund such
      Swing


41 





		 	Line Advance shall be an Advance
      in the applicable Alternative Currency, with an Interest Period of one
      month (or any lesser number of days selected by Agent in consultation with
      Revolving Credit Lenders). In connection with the making of any such
      Refunded Swing Line Advances or the purchase of a participation interest
      in Swing Line Advances under Section 2.5(e)(ii) hereof, Swing Line Lender
      shall retain its claim against Company or the applicable Permitted
      Borrower for any unpaid interest or fees in respect thereof. Unless any of
      the events described in Section 9.1(j) hereof shall have occurred (in
      which event the procedures of subparagraph (ii) of this Section 2.5(e)
      shall apply) and regardless of whether the conditions precedent set forth
      in this Agreement to the making of an Advance of the Revolving Credit are
      then satisfied, but subject to Section 2.5(e)(iii), each Revolving Credit
      Lender shall make the proceeds of its Advance of the Revolving Credit
      available to Agent for the benefit of Swing Line Lender at the office of
      Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time
      (for Domestic Advances) on the Business Day next succeeding the date such
      notice is given, and, in the case of any Eurocurrency-based Advance, prior
      to 2:00 p.m. Detroit time on the third Business Day following the date
      such notice is given, in each case in immediately available funds in the
      applicable Permitted Currency. The proceeds of such Advances of the
      Revolving Credit shall be promptly delivered by Agent to Swing Line Lender
      for application to repay the Refunded Swing Line Advances in accordance
      with the terms and conditions of this Agreement.
		 
	      	(ii)	If, prior to the making of an
      Advance of the Revolving Credit pursuant to subparagraph (i) of this
      Section 2.5(e), one of the events described in Section 9.1(j) hereof shall
      have occurred, each Revolving Credit Lender will, on the date such Advance
      of the Revolving Credit was to have been made, purchase from Swing Line
      Lender an undivided participating interest in each Refunded Swing Line
      Advance in an amount equal to its Revolving Credit Percentage of such
      Refunded Swing Line Advance. Each Revolving Credit Lender within the time
      periods specified in Section 2.5(e)(i) hereof, as applicable, shall
      immediately transfer to Agent for the benefit of Swing Line Lender, in
      immediately available funds in the applicable Permitted Currency of such
      Swing Line Advance, the amount of its participation and upon receipt
      thereof Swing Line Lender will deliver to such Revolving Credit Lender a
      participation certificate evidencing such participation.
		          	
		(iii)	Each Revolving Credit Lender’s
      obligation to make Advances of the Revolving Credit and to purchase
      participation interests in accordance with clauses (i) and (ii) of this
      Section 2.5(e) shall be absolute and unconditional and shall not be
      affected by any circumstance, including, without limitation, (i) any
      set-off, counterclaim, recoupment, defense or other right which such
      Revolving Credit Lender may have against Swing Line Lender, any Borrower
      or any other Person for any reason


42 





	      	          	
      whatsoever; (ii) the occurrence
      or continuance of any Default or Event of Default; (iii) any adverse
      change in the condition (financial or otherwise) of Company, any Permitted
      Borrower or any other Person; (iv) any breach of this Agreement by
      Company, any Permitted Borrower or any other Person; (v) any inability of
      Company or the Permitted Borrowers to satisfy the conditions precedent to
      borrowing set forth in this Agreement on the date upon which such Advance
      is to be made or such participating interest is to be purchased; (vi) the
      termination of the Revolving Credit Aggregate Commitment hereunder; or
      (vii) any other circumstance, happening or event whatsoever, whether or
      not similar to any of the foregoing. If any Revolving Credit Lender does
      not make available to Agent or Swing Line Lender, as applicable the amount
      required pursuant to clause (i) or (ii) above, as the case may be, Agent
      or Swing Line Lender, as the case may be, shall be entitled to recover
      such amount on demand from such Revolving Credit Lender, together with
      interest thereon for each day from the date of non-payment until such
      amount is paid in full (x) for the first two (2) Business Days such amount
      remains unpaid, at the Federal Funds Effective Rate for Domestic Advances
      and for any other Advances, Agent’s marginal cost (including the cost of
      maintaining any required reserves or deposit insurance and of any fees,
      penalties, overdraft charges or other costs or expenses incurred by Agent
      as a result of such failure to deliver funds hereunder) of carrying such
      amount and (y) thereafter, at the rate of interest then applicable to such
      Swing Line Advances. The obligation of any Revolving Credit Lender to make
      available its pro rata portion of the amounts required pursuant to clause
      (i) or (ii) above shall not be affected by the failure of any other
      Revolving Credit Lender to make such amounts available, and no Revolving
      Credit Lender shall have any liability to Company or any Permitted
      Borrower, Agent, Swing Line Lender, or any other Revolving Credit Lender
      or any other Person for another Revolving Credit Lender’s failure to make
      the amounts required under clause (i) or (ii) available. 

      Notwithstanding the foregoing,
      however, no Revolving Credit Lender shall be required to make any
      Revolving Credit Advance to refund a Swing Line Advance or to purchase a
      participation in a Swing Line Advance (including without limitation any
      Swing Line Advance funded under the “Sweep to Loan” system) if at least
      two (2) Business Days prior to the making of such Swing Line Advance by
      Swing Line Lender, the officers of Swing Line Lender immediately
      responsible for matters concerning this Agreement shall have received
      written notice from Agent or any Revolving Credit Lender that Swing Line
      Advances should be suspended based on the occurrence and continuance of a
      Default or an Event of Default and stating that such notice is a “notice
      of default”; provided, however that the obligation of Revolving Credit
      Lenders to make such Revolving Credit Advances or to purchase such
      participations shall be reinstated upon the date which such Default or
      Event of Default has been waived by the requisite Lenders.
  



43 




     2.6 Prime-based Interest Payments.
Interest on the unpaid balance of all Prime-based Advances of the Revolving
Credit and all Swing Line Advances carried at the Prime-based Rate from time to
time outstanding shall accrue from the date of such Advance to the Revolving
Credit Maturity Date (and until paid), at a per annum interest rate equal to the
Prime-based Rate, and shall be payable in immediately available funds (a) with
respect to Swing Line Advances, quarterly commencing on the first day of the
calendar quarter next succeeding the calendar quarter during which the initial
Swing Line Advance is made and on the first day of each calendar quarter
thereafter, and (b) with respect to Advances of the Revolving Credit, quarterly
commencing on the first day of the calendar quarter next succeeding the calendar
month during which the initial Advance of the Revolving Credit is made and on
the first day of each calendar quarter thereafter. Interest accruing at the
Prime-based Rate shall be computed on the basis of a 360 day year and assessed
for the actual number of days elapsed, and in such computation effect shall be
given to any change in the interest rate resulting from a change in the
Prime-based Rate on the date of such change in the Prime-based Rate. 

     2.7
Eurocurrency-based Interest Payments and
Quoted Rate Interest Payments. 

	     	(a)	Interest on each
      Eurocurrency-based Advance of the Revolving Credit and all Swing Line
      Advances carried at the Eurocurrency-based Rate shall accrue at its
      Applicable Interest Rate and shall be payable in immediately available
      funds on the last day of the Interest Period applicable thereto (and, if
      any Interest Period shall exceed three months, then on the last Business
      Day of the third month of such Interest Period, and at three month
      intervals thereafter). Interest accruing at the Eurocurrency-based Rate
      shall be computed on the basis of a 360 day year (except that any such
      Advances made in Sterling or any other Alternative Currency with respect
      to which applicable law or market custom so requires shall be calculated
      based on a 365 day year, or as otherwise required under applicable law or
      market custom) and assessed for the actual number of days elapsed from the
      first day of the Interest Period applicable thereto to but not including
      the last day thereof. Interest due on a Eurocurrency-based Advance made in
      an Alternative Currency shall be paid in such Alternative
    Currency.
		          	
		(b)	Interest on each Quoted Rate
      Advance of the Swing Line shall accrue at its Quoted Rate and shall be
      payable in immediately available funds on the last day of the Interest
      Period applicable thereto. Interest accruing at the Quoted Rate shall be
      computed on the basis of a 360 day year (except that any such Advances
      made in any Alternative Currency with respect to which applicable law or
      market custom so requires shall be calculated based on a 365 day year, or
      as otherwise required under applicable law or market custom) and assessed
      for the actual number of days elapsed from the first day of the Interest
      Period applicable thereto to, but not including the last day
      thereof.
		 
		(c)	If the basis of accrual of
      interest or fees expressed in this Agreement with respect to the National
      Currency Unit of a Participating Member State shall be inconsistent with
      any convention or practice in the London interbank market or other
      applicable interbank market, as the case may be, for the basis of accrual
      of interest or fees with respect to the Euro, such convention or practice
      shall replace


44 





	               	
      such expressed basis, effective
      as of and from the date on which such country becomes a Participating
      Member State; provided that if any Eurocurrency-based Advance in the
      currency of such country is outstanding immediately prior to such date,
      such replacement shall take effect, with respect to such Advance, at the
      end of the then current Interest Period.



     2.8 Interest Payments on Conversions.
Notwithstanding anything to the contrary in the preceding sections, all accrued
and unpaid interest on any Advance converted pursuant to Section 2.3 hereof
shall be due and payable in full on the date such Advance is converted.


     2.9 Interest on Default. In the event and
so long as any Event of Default shall exist after giving effect to any
applicable grace or cure periods, in the case of any Event of Default under
Sections 9.1(a), 9.1(b) or 9.1(j), immediately upon the occurrence thereof (and
without the requirement of any notice or demand), in the case of all other
Events of Default, upon written notice from the Required Revolving Credit
Lenders, interest shall be payable daily (a) on all Eurocurrency-based Advances
of the Revolving Credit, Swing Line Advances carried at the Eurocurrency-based
Rate and Quoted Rate Advances from time to time outstanding at a per annum rate
equal to the Applicable Interest Rate plus three percent (3%) for the remainder
of the then existing Interest Period, if any, (b) with respect to Prime-based
Advances from time to time outstanding, at a per annum rate equal to the
Prime-based Rate plus three percent (3%), and (c) with respect to
Eurocurrency-based Advances thereof in any Alternative Currency from time to
time outstanding, (i) at a per annum rate calculated by Agent, whose
determination shall be conclusive absent manifest error, on a daily basis, equal
to three percent (3%) above the interest rate per annum at which one (1) day
deposits (or, if such amount due remains unpaid for more than three (3) Business
Days, then for such other period of time as Agent may elect which shall in no
event be longer than six (6) months) in the relevant eurocurrency in the amount
of such overdue payment due to Agent are offered by Agent’s Eurocurrency Lending
Office for the applicable period determined as provided above, or (ii) if at any
such time such deposits are not offered by the Eurocurrency Lending Office, then
at a rate per annum equal to three percent (3%) above the rate determined by
Agent to be its aggregate marginal cost (including the cost of maintaining any
required reserves or deposit insurance) of carrying the amount of such
Eurocurrency-based Advance. 

	      	2.10	      	Optional
      Prepayment. Company or the Permitted
      Borrowers may prepay all or part of the outstanding balance of any
      Prime-based Advance(s) of the Revolving Credit at any time, provided that
      the amount of any partial prepayment shall be at least One Million Dollars
      ($1,000,000) and, after giving effect to any such partial prepayment, the
      aggregate balance of Prime-based Advance(s) of the Revolving Credit
      remaining outstanding, if any, shall be at least Five Million Dollars
      ($5,000,000). Subject to Section 11.1 hereof, Company or the Permitted
      Borrowers may prepay all or part of any Eurocurrency-based Advance
      (subject to not less than two (2) Business Days’ notice to Agent) provided
      that the amount of any such partial prepayment shall be at least One
      Million Dollars ($1,000,000), or the Current Dollar Equivalent thereof in
      an Alternative Currency, and, after giving effect to any such partial
      prepayment, the unpaid portion of such Advance which is refunded or
      converted under Section 2.3 hereof shall be at least
  Fifteen


45 





		 	Million Dollars ($15,000,000) or
      the Current Dollar Equivalent thereof in an Alternative
  Currency.
		 
	      	(b)	Company or the Permitted
      Borrowers may prepay all or part of the outstanding balance of any Swing
      Line Advance carried at the Prime-based Rate at any time, provided that,
      unless the “Sweep to Loan” system shall be in effect hereunder, the amount
      of any partial prepayment shall be at least Twenty Five Thousand Dollars
      ($25,000) and, after giving effect to any such partial prepayment, the
      aggregate balance of such Swing Line Advances remaining outstanding, if
      any, shall be at least One Hundred Thousand Dollars ($100,000), or, in the
      case of any Swing Line Advances outstanding of any Permitted Borrowers
      formed under the laws of The Netherlands, the Dollar Amount of Euro
      50,000, if such Dollar Amount is greater than $100,000. Subject to Section
      11.1 hereof, Company may prepay all or part of any Swing Line Advances
      carried at the Eurocurrency-based Rate or Quoted Rate (subject to not less
      than two (2) Business Days’ notice to Swing Line Lender and Agent) only on
      the last day of the Interest Period therefor, provided that the amount of
      any such partial payment shall be at least Twenty Five Thousand Dollars
      ($25,000) and, after giving effect to any such partial prepayment, the
      unpaid portion of such Advance which is refunded or converted under
      Section 2.5(c) hereof shall be at least Two Hundred Fifty Thousand Dollars
      ($250,000).
		          	
		(c)	Any prepayment made in accordance
      with this Section shall be subject to Section 11.1 hereof, but otherwise
      without premium, penalty or prejudice to the right to readvance under the
      terms of this Agreement.


     2.11 Determination, Denomination and Redenomination of Alternative
Currency Advances. Whenever, pursuant to any
provision of this Agreement: 

	      	(a)	an Advance of the Revolving
      Credit or a Swing Line Advance is initially funded, as opposed to any
      refunding or conversion thereof, in an Alternative Currency, the amount to
      be advanced hereunder will be the equivalent in such Alternative Currency
      of the Dollar Amount of such Advance;
		          	
		(b)	an existing Advance of the
      Revolving Credit or a Swing Line Advance denominated in an Alternative
      Currency is to be refunded, in whole or in part, with an Advance
      denominated in the same Alternative Currency, the amount of the new
      Advance shall be continued in the amount of the Alternative Currency so
      refunded;
		 
		(c)	an existing Advance of the
      Revolving Credit denominated in an Alternative Currency is to be
      converted, in whole or in part, to an Advance denominated in another
      Alternative Currency, the amount of the new Advance shall be that amount
      of the Alternative Currency of the new Advance which may be purchased,
      using the most favorable spot exchange rate determined by Agent to be
      available to it for the sale of Dollars for such other Alternative
      Currency at approximately 11:00 a.m. (Detroit time) two (2) Business Days
      prior to the last day of the


46 





		 	Eurocurrency Interest Period
      applicable to the existing Advance, with the Dollar Amount of the existing
      Advance, or portion thereof being converted; and
		          	
	      	(d)	an existing Advance of the
      Revolving Credit denominated in an Alternative Currency is to be
      converted, in whole or in part, to an Advance denominated in Dollars, the
      amount of the new Advance shall be the Dollar Amount of the existing
      Advance, or portion thereof being converted (determined as
      aforesaid).


     2.12 Prime-based Advance in Absence of Election or Upon
Default. If, (a) as to any outstanding
Eurocurrency-based Advance of the Revolving Credit, or any Swing Line Advance
carried at the Eurocurrency-based Rate, Agent has not received payment of all
outstanding principal and accrued interest on the last day of the Interest
Period applicable thereto, or does not receive a timely Request for Advance
meeting the requirements of Section 2.3 or 2.5(c) hereof with respect to the
refunding or conversion of such Advance, or (b) if any Advance denominated in an
Alternative Currency or any deemed Advance under Section 3.6 hereof in respect
of a Letter of Credit denominated in an Alternative Currency cannot be refunded
or made, as the case may be, in such Alternative Currency by virtue of Section
11.3 hereof, or (c) subject to Section 2.9 hereof, if on such day a Default or
an Event of Default shall have occurred and be continuing, then the principal
amount thereof which is not then prepaid in the case of a Eurocurrency-based
Advance shall, absent a contrary election of the Required Revolving Credit
Lenders, be converted automatically to a Prime-based Advance and Agent shall
thereafter promptly notify Company of said action. If a Eurocurrency-based
Advance converted hereunder is payable in an Alternative Currency, the
Prime-based Advance shall be in an amount equal to the Dollar Amount of such
Eurocurrency-based Advance at such time and Agent and Revolving Credit Lenders
shall use said Prime-based Advance to fund payment of the Alternative Currency
obligation, all subject to the provisions of Section 2.14 hereof. Company and
the Permitted Borrowers, if applicable, shall reimburse Agent and Revolving
Credit Lenders on demand for any costs incurred by Agent or any of Revolving
Credit Lenders, as applicable, resulting from the conversion pursuant to this
Section 2.12 of Eurocurrency-based Advances payable in an Alternative Currency
to Prime-based Advances. 

     2.13 Revolving Credit Facility Fee. From
the Restatement Date to the Revolving Credit Maturity Date, the Company and the
Domestic Permitted Borrowers shall pay to Agent, for distribution to Revolving
Credit Lenders (as set forth below), a Revolving Credit Facility Fee determined
by multiplying the Applicable Fee Percentage per annum times the Revolving
Credit Aggregate Commitment then applicable under Section 2.15 hereof (whether
used or unused) then in effect computed on a daily basis. The Revolving Credit
Facility Fee shall be payable quarterly in arrears commencing July 1, 2007 (in
respect of the prior calendar quarter or portion thereof), and on the first day
of each calendar quarter thereafter and on the Revolving Credit Maturity Date,
and shall be computed on the basis of a year of three hundred sixty (360) days
and assessed for the actual number of days elapsed. Whenever any payment of the
Revolving Credit Facility Fee shall be due on a day which is not a Business Day,
the date for payment thereof shall be extended to the next Business Day. Upon
receipt of such payment Agent shall make prompt payment to each Revolving Credit
Lender of its share of the Revolving Credit Facility Fee based upon its
respective Revolving Credit Percentage. 

     2.14
Currency Appreciation; Mandatory Reduction of
Indebtedness. 

47 





	      	(a)	Revolving Credit
      Aggregate Commitment. If at any time
      and for any reason, the aggregate principal amount of all Advances of the
      Revolving Credit hereunder to Company and to the Permitted Borrowers made
      in Dollars and the aggregate Current Dollar Equivalent of all Advances of
      the Revolving Credit outstanding hereunder to Company and to the Permitted
      Borrowers in any Alternative Currency as of such time, plus the aggregate
      principal amount of Swing Line Advances outstanding hereunder as of such
      time (determined as aforesaid), plus the aggregate Letter of Credit
      Obligations of Company and the Permitted Borrowers which shall be
      outstanding (based on the Dollar Amount of any Letters of Credit
      denominated in Dollars and the Current Dollar Equivalent of any Letters of
      Credit denominated in any Alternative Currency), as of such time exceeds
      the Revolving Credit Aggregate Commitment (as used in this clause (a), the
      “Excess”), Company and the Permitted Borrowers shall:
		          	
		 	(i)	      	immediately repay that portion of
      such Indebtedness then carried as a Prime-based Advance, if any, by the
      Dollar Amount of such Excess, and/or reduce any pending request for an
      Advance in Dollars on such day by the Dollar Amount of the Excess, to the
      extent thereof; and
		 
		 	(ii)		on the last day of each Interest
      Period of any Eurocurrency-based Advance outstanding as of such time,
      until the necessary reductions of Indebtedness under this Section 2.14(a)
      have been fully made, repay the Indebtedness carried in such Advances
      and/or reduce any requests for refunding or conversion of such Advances
      submitted (or to be submitted) by Company or the applicable Permitted
      Borrower in respect of such Advances, by the amount in Dollars or the
      applicable Alternative Currency, as the case may be, of the Excess, to the
      extent thereof.
		 
		 	Compliance with this
      Section 2.14(a) shall be tested on the last day of each Interest Period in
      effect from time to time hereunder and may be tested on any other basis
      satisfactory to Agent in its sole discretion, provided that, so long as no
      Default or Event of Default has occurred and is continuing, at any time
      while the aggregate Advances of the Revolving Credit available to be
      borrowed hereunder (based on the Revolving Credit Aggregate Commitment
      then in effect) equal or exceed Fifty Million Dollars ($50,000,000),
      compliance with this Section 2.14(a) shall be tested as of the last day of
      each calendar quarter. Notwithstanding the foregoing, upon the occurrence
      and during the continuance of any Default or Event of Default, or if any
      Excess remains after recalculating said Excess based on ninety-five
      percent (95%) of the Current Dollar Equivalent of any Advances or Letters
      of Credit denominated in Alternative Currencies (and one hundred percent
      (100%) of any Advances or Letters of Credit denominated in Dollars),
      Company and the Permitted Borrowers shall be obligated immediately to
      reduce the foregoing Indebtedness hereunder by an amount sufficient to
      eliminate such Excess.
		 
		 	Notwithstanding the
      foregoing, upon the occurrence and during the continuance of any Default
      or Event of Default, or if any Excess remains after
  recalculating


48 





		 	said Excess based on
      ninety-five percent (95%) of the Dollar Amount of any such Advances or
      Letter of Credit Obligations denominated in Alternate Currencies and one
      hundred percent (100%) of any such Advances or Letter of Credit
      Obligations denominated in Dollars, the Foreign Borrowers shall be
      obligated immediately to reduce the foregoing Indebtedness hereunder by an
      amount sufficient to eliminate such Excess.
		 
	      	(b)	Permitted Borrower
      Sublimit. If at any time and for any
      reason with respect to any Permitted Borrower, the aggregate principal
      amount (tested in the manner set forth in clause (a) above) of all
      Advances of the Revolving Credit and of the Swing Line outstanding
      hereunder to such Permitted Borrower, plus the Letter of Credit
      Obligations under any Letters of Credit to or for the account of such
      Permitted Borrower (tested in the manner set forth in clause (a) above),
      which Advances and Letters of Credit are made or issued, or to be made or
      issued, in Dollars and ninety percent (90%) of the aggregate Current
      Dollar Equivalent of all such Advances and Letter of Credit Obligations
      for the account of such Permitted Borrower in any Alternative Currency as
      of such time, exceeds the applicable Permitted Borrower Sublimit (as used
      in this clause (b), the “Excess”), then in each case, such Permitted
      Borrower shall
		          	
		 	(i)	      	immediately repay that portion of
      the Indebtedness outstanding to such Permitted Borrower then carried as a
      Prime-based Advance, if any, by the Dollar Amount of such Excess, and/or
      reduce on such day any pending request for an Advance in Dollars submitted
      by such Permitted Borrower by the Dollar Amount of such Excess, to the
      extent thereof; and
		 
		 	(ii)		on the last day of each Interest
      Period of any Eurocurrency-based Advance outstanding to such Permitted
      Borrower as of such time, until the necessary reductions of Indebtedness
      under this Section 2.14(b) have been fully made, repay such Indebtedness
      carried in such Advances and/or reduce any requests for refunding or
      conversion of such Advances submitted (or to be submitted) by such
      Permitted Borrower in respect of such Advances, by the amount in Dollars
      or the applicable Alternative Currency, as the case may be, of such
      Excess, to the extent thereof.


Provided that no Default or Event of
Default has occurred and is continuing, each Permitted Borrower’s compliance
with this Section 2.14(b) shall be tested as of the last day of each calendar
quarter or, upon the written request of Company from time to time, as of the
last day of each calendar month, provided Company furnishes Agent with current
monthly financial statements complying with the requirements set forth in
subparagraphs (i) and (ii) of Section 7.3(c) hereof. Upon the occurrence and
during the continuance of any Default or Event of Default, compliance with this
Section 2.14(b) shall be tested on a daily or other basis satisfactory to Agent
in its sole discretion. 

     2.15 Optional Reduction or Termination of Revolving Credit Aggregate
Commitment. Provided that no Default or Event
of Default has occurred and is continuing, Company may upon at least five (5)
Business Days’ prior written notice to Agent, permanently reduce the Revolving


49 




Credit Aggregate Commitment in whole at
any time, or in part from time to time, without premium or penalty, provided
that: (i) each partial reduction of the Revolving Credit Aggregate Commitment
shall be in an aggregate amount equal to Twenty Million Dollars ($20,000,000) or
a larger integral multiple of One Million Dollars ($1,000,000); (ii) each
reduction shall be accompanied by the payment of the Revolving Credit Facility
Fee, if any, accrued to the date of such reduction; (iii) Company or any
Permitted Borrower, as applicable, shall prepay in accordance with the terms
hereof the amount, if any, by which the aggregate unpaid principal amount of
Advances (using the Current Dollar Equivalent of any such Advance outstanding in
any Alternative Currency) of the Revolving Credit, plus the aggregate principal
amount of Swing Line Advances outstanding hereunder (using the Current Dollar
Equivalent of any such Advance outstanding in an Alternative Currency), plus the
aggregate undrawn amount of outstanding Letters of Credit (using the Current
Dollar Equivalent thereof for any Letters of Credit denominated in any
Alternative Currency), plus the unreimbursed amount of any draws under any
Letters of Credit (determined as aforesaid), exceeds the amount of the Revolving
Credit Aggregate Commitment as so reduced, together with interest thereon to the
date of prepayment; (iv) if the termination or reduction of the Revolving Credit
Aggregate Commitment requires the prepayment of a Eurocurrency-based Advance or
a Quoted Rate Advance, the termination or reduction may be made only on the last
Business Day of the then current Interest Period applicable to such
Eurocurrency-based Advance or such Quoted Rate Advance; and (v) no reduction
shall reduce the Revolving Credit Aggregate Commitment to an amount which is
less than the aggregate undrawn amount of any Letters of Credit outstanding at
such time. Reductions of the Revolving Credit Aggregate Commitment and any
accompanying prepayments of Advances of the Revolving Credit shall be
distributed by Agent to each Revolving Credit Lender in accordance with such
Revolving Credit Lender’s Revolving Credit Percentage thereof, and will not be
available for reinstatement by or readvance to Company or any Permitted
Borrower, and any accompanying prepayments of Advances of the Swing Line shall
be distributed by Agent to Swing Line Lender and will not be available for
reinstatement by or readvance to Company. Any reductions of the Revolving Credit
Aggregate Commitment hereunder shall reduce each Revolving Credit Lender’s
portion thereof proportionately (based on the applicable Revolving Credit
Percentages), and shall be permanent and irrevocable. Any payments made pursuant
to this Section shall be applied first to outstanding Prime-based Advances under
the Revolving Credit, next to Swing Line Advances carried at the Prime-based
Rate, next to Eurocurrency-based Advances of the Revolving Credit and then to
Swing Line Advances carried at the Eurocurrency-based Rate or the Quoted Rate.


     2.16 Extensions of Revolving Credit Maturity Date. (a) Provided that no Default or Event of Default has occurred and is
continuing, Company may, by written notice to Agent and each Revolving Credit
Lender (which notice shall be irrevocable and which shall not be deemed
effective unless actually received by Agent and each Revolving Credit Lender)
prior to April 30 but not before March 31st of each year, request that Revolving
Credit Lenders extend the then applicable Revolving Credit Maturity Date to a
date that is one year later than the Revolving Credit Maturity Date then in
effect (such request, a “Request”). 

	      	(a)	      	Each Revolving Credit Lender
      shall, within 30 days of receipt of such request, notify Agent in writing
      whether such Revolving Credit Lender consents to the extension of the
      Revolving Credit Maturity Date, such consent to be in the sole discretion
      of such Revolving Credit Lender. If any Revolving Credit Lender
    does


50 





		 	not so notify Agent of its
      decision within such 30 day period, such Revolving Credit Lender shall be
      deemed to have not consented to such request of the Borrower.
		 
	      	(b)	Agent shall promptly notify
      Company whether Revolving Credit Lenders have consented to such request.
      If Agent does not so notify Company within 30 days of Agent’s receipt such
      Request, Agent shall be deemed to have notified Company that Revolving
      Credit Lenders have not consented to Company’s request.
		          	
		(c)	Each Revolving Credit Lender
      which elects not to extend the Revolving Credit Maturity Date or fails to
      so notify Agent of such consent (a “Non-Consenting Lender”) hereby agrees
      that if any other Revolving Credit Lender or financial institution
      acceptable to Company and Agent offers to purchase such Non- Consenting
      Lender’s Revolving Credit Percentage of the Revolving Credit Aggregate
      Commitment within 180 days after receipt of the related Request for a
      purchase price equal to the sum of all amounts then owing with respect to
      the outstanding Advances (and participations in any Swing Line Advances or
      any Letters of Credit) and all other amounts accrued for the account of
      such Non- Consenting Lender, such Non-Consenting Lender will promptly
      assign, sell and transfer all of its right, title, interest and
      obligations with respect to the foregoing to such other Revolving Credit
      Lender or financial institution pursuant to and on the terms specified in
      the form of Assignment Agreement attached hereto as Exhibit E. Before
      assigning to a financial institution other than a Revolving Credit Lender
      pursuant to this clause (d), each Revolving Credit Lender that has elected
      to extend the Revolving Credit Maturity Date (a “Consenting Lender”) shall
      have the right, but not any obligation, pro rata with all other Consenting
      Lenders which elect to purchase a pro rata share of such non-consenting
      Revolving Credit Lender’s Revolving Credit Percentage of the Revolving
      Credit Aggregate Commitment (and participations in Swing Line Advances and
      Letters of Credit) to purchase each such Non-Consenting Lender’s Revolving
      Credit Percentage thereof pursuant to this clause (d). The Consenting
      Lenders which elect to exercise their purchase options hereunder shall by
      mutual agreement determine the amount of each Non-Consenting Lender’s
      Revolving Credit Percentage of the Revolving Credit Aggregate Commitment
      being purchased by each Consenting Lender, provided that if there is any
      dispute among the Consenting Lenders such purchase shall be based upon a
      pro rata sharing of each Non-Consenting Lender’s Revolving Credit
      Percentage thereof. Only if the Consenting Lenders have determined not to
      purchase all of the Non-Consenting Lender’s Revolving Credit Aggregate
      Commitment may financial institutions other than a Consenting Lender then
      purchase such Non-Consenting Lender’s Revolving Credit Aggregate
      Commitment.
		 
		(d)	Except as set forth in
      subparagraph (f) hereof, notwithstanding anything herein to the contrary,
      the Revolving Credit Maturity Date will not be extended unless all
      Revolving Credit Lenders have consented to the extension or if another
      Lender or


51 





		 	financial institution has
      purchased each such Non-Consenting Lender’s Revolving Credit Aggregate
      Commitment pursuant to the terms of clause (d) above.
		          	
	      	(e)	In the event, after giving effect
      to any assignments to Consenting Lenders under Section 2.16(d) hereof or
      otherwise, Revolving Credit Lenders holding eighty percent (80%) or more
      of the Revolving Credit Percentages (the “Approving Percentages”) have
      consented to an extension of the Revolving Credit Maturity Date hereunder,
      such extension shall become effective, notwithstanding that all of
      Revolving Credit Lenders have failed to approve such extension in
      accordance with this Section 2.16, so long as Company, at least five (5)
      Business Days prior to the Revolving Credit Maturity Date then in effect,
      reduces the Revolving Credit Aggregate Commitment to an amount not greater
      than the product of the Approving Percentages times the Revolving Credit
      Aggregate Commitment then in effect and repays the Indebtedness then
      outstanding hereunder (and, if necessary causes any outstanding Letters of
      Credit to be terminated or discharged) to the extent such Indebtedness
      exceeds the Revolving Credit Aggregate Commitment as so reduced, such that
      the entire Indebtedness outstanding to the Non-Consenting Lenders shall
      have been paid and discharged in full. Reductions may be made without
      regard to the notice provisions set forth in Section 2.15 hereof, but
      shall otherwise comply with said Section 2.15, except that any amounts
      repaid by Company against the Indebtedness pursuant to this subparagraph
      (f) shall be first applied to the Indebtedness outstanding to the Non-
      Consenting Lenders still holding Indebtedness hereunder at such time, with
      any remaining amounts applied in accordance with Section 2.15 hereof and
      the Revolving Credit Percentages held by such Non-Consenting Lenders shall
      be reallocated to the Consenting Lenders (giving effect to any
      assignments, as aforesaid), pro rata, based on the Revolving Credit
      Percentages then in effect and Agent shall distribute to the remaining
      Revolving Credit Lenders a revised Schedule 1.1 reflecting such
      reallocated Revolving Credit Percentages.


     2.17 Revolving Credit Optional Increase.
Provided that no Default or Event of Default has occurred and is continuing, and
provided that the Borrowers have not previously elected to terminate the
Revolving Credit Aggregate Commitment, Borrowers may request that the Revolving
Credit Aggregate Commitment be increased in an aggregate amount (for all such
Requests under this Section 2.17 not to exceed the Revolving Credit Optional
Increase, subject, in each case, to the other terms and requirements of this
Agreement and to the satisfaction concurrently with or prior to the date of each
such request of the following conditions: 

	      	(a)	      	The Borrowers shall have
      delivered to Agent a written request for such increase, specifying the
      amount of Revolving Credit Optional Increase thereby requested (each such
      request, a “Request for Increase”); provided, however that in the event
      the Borrowers have previously delivered a Request for Increase pursuant to
      this Section 2.17, Borrowers may not deliver a subsequent Request for
      Increase until all the conditions to effectiveness of such first Request
      for Increase have been fully satisfied hereunder (or such Request for
      Increase has been withdrawn), and Borrowers may not submit more than three
      (3) Requests for Increases hereunder;


52 





	      	(b)	a lender or lenders meeting the
      requirements of Section 13.8(c) hereof and acceptable to the Borrowers,
      Agent and Issuing Lender (including, for the purposes of this Section
      2.17, any existing Lender which agrees to increase its commitment
      hereunder, the “New Lender(s)”) shall have become a party to this
      Agreement by executing and delivering a New Lender Addendum for a minimum
      amount (including for the purposes of this Section 2.17, the existing
      commitment of any existing Revolving Credit Lender) for each such New
      Lender of Fifteen Million Dollars ($15,000,000) and an aggregate amount
      for all such New Lenders of that portion of the then available Revolving
      Credit Optional Increase covered by the applicable Request, provided,
      however that each New Lender shall remit to Agent funds in an amount equal
      to its Revolving Credit Percentage (after giving effect to this Section
      2.17) of all Advances of the Revolving Credit then outstanding, such sums
      to be reallocated among and paid to the existing Revolving Credit Lenders
      based upon the new Revolving Credit Percentages as determined
      below; 
		          	
		(c)	Borrowers (i) shall have paid to
      Agent for distribution to the existing Revolving Credit Lenders, as
      applicable, all interest, fees (including the Revolving Credit Facility
      Fee and the Letter of Credit Fees) and other amounts, if any, accrued to
      the effective date of such increase and any breakage fees attributable to
      the reduction (prior to the last day of the applicable Interest Period) of
      any outstanding Eurocurrency-based Advances, calculated on the basis set
      forth in Section 11.1 hereof as though Borrower has prepaid such Advances
      and (ii) shall have paid to each New Lender a special letter of credit fee
      on the Letters of Credit outstanding on the effective date of such
      increase, calculated on the basis of the Letter of Credit Fees which would
      be applicable to such Letters of Credit if issued on the date of such
      increase, for the period from the effective date of such increase to the
      expiration date of such Letters of Credit; 
		 
		(d)	the Borrowers shall have executed
      and delivered to Agent new Revolving Credit Notes payable to each of the
      New Lenders in the face amount of each such New Lender’s Revolving Credit
      Percentage of the Revolving Credit Aggregate Commitment (after giving
      effect to this Section 2.17) and, if applicable, renewal and replacement
      Revolving Credit Notes payable to each of the existing Revolving Credit
      Lenders in the face amount of each such Revolving Credit Lender’s
      Revolving Credit Percentage of the Revolving Credit Aggregate Commitment
      (after giving effect to this Section 2.17), each of such Revolving Credit
      Notes to be substantially in the form specified by this Agreement, and
      dated as of the effective date of such increase (with appropriate
      insertions relevant to such Notes and acceptable to the applicable
      Revolving Credit Lender, including the New Lenders); 
		 
		(e)	the representations and
      warranties made by Borrowers, each Guarantor or any other party to any of
      the Loan Documents (excluding Agent and Lenders) in this Agreement or any
      of the other Loan Documents, and the representations and warranties of any
      of the foregoing which are contained in any certificate, document or
      financial or other statement furnished at any time hereunder or
  


53 





	     	 	thereunder or in
      connection herewith or therewith shall have been true and correct in all
      material respects when made and shall be true and correct in all material
      respects on and as of the effective date of such increase, and no Default
      or Event of Default shall have occurred and be continuing as of such date
      and Borrowers shall have delivered an updated Covenant Compliance Report;
      and
		          	 
		(f)	such other amendments,
      acknowledgments, consents, documents, instruments, any registrations, if
      any, shall have been executed and delivered and/or obtained by Borrower as
      required by Agent or the Required Revolving Credit Lenders, in their
      reasonable discretion.


Promptly on or after the date on which
all of the conditions to such Request for Increase set forth above have been
satisfied, Agent shall notify the Borrowers and each of Revolving Credit Lenders
of the amount of the Revolving Credit Aggregate Commitment as increased pursuant
this Section 2.17 and the date on which such increase has become effective and
shall prepare and distribute to the Borrowers and each of Revolving Credit
Lenders (including the New Lenders) a revised Schedule 1.1 to the Credit
Agreement setting forth the applicable new Revolving Credit Percentages of
Revolving Credit Lenders (including the New Lender(s), taking into account such
increase and assignments (if any). 

     2.18 Application of Revolving Credit Advances. Advances of the Revolving Credit (including Swing Line Advances) shall
be available, subject to the terms hereof, to fund working capital needs, to
repay or prepay the New Convertible Subordinated Debt and/or the BCc Refinancing
(or any refinancing of the New Convertible Subordinated Debt and/or the BCc
Refinancing), including any interest, fees or expenses related thereto, or other
general corporate purposes of any of the Borrowers. 

     2.19
Additional Mandatory
Prepayments.

	     	(a)	Upon the payment in
      full of the Term Loan, any prepayments required to be made on the Term
      Loan pursuant to Sections 4.9(b) and (c) of this Agreement shall instead
      be applied to prepay any amounts outstanding under the Revolving Credit,
      without resulting in a permanent reduction in the Revolving Credit
      Aggregate Commitment. Subject to Section 10.2 hereof, any payments made
      pursuant to this Section shall be applied first to outstanding Prime-based
      Advances under the Revolving Credit, next to Swing Line Advances carried
      at the Prime-based Rate, next to Eurocurrency-based Advances under the
      Revolving Credit, and then to Swing Line Advances carried at the Quoted
      Rate. If any amounts remain thereafter, a portion of such prepayment
      equivalent to the undrawn amount of any outstanding Letters of Credit
      shall be held by Lender as cash collateral for the Reimbursement
      Obligations, with any additional prepayment monies being applied to any
      Fees, costs or expenses due and outstanding under this Agreement, and with
      the remainder of such prepayment thereafter being returned to
      Borrowers.
		          	 
		(b)	To the extent that, on
      the date any mandatory prepayment of the Revolving Credit Advances under
      this Section 2.19 or payment pursuant to the terms of any of
  the


54 




Loan
Documents is due, the Indebtedness under the Revolving Credit or any other
Indebtedness to be prepaid is being carried, in whole or in part, at the
Eurocurrency-based Rate and no Default or Event of Default has occurred and is
continuing, Borrowers may deposit the amount of such mandatory prepayment in a
cash collateral account to be held by the Agent, for and on behalf of the
Revolving Credit Lenders, on such terms and conditions as are reasonably
acceptable to Agent and upon such deposit the obligation of Borrowers to make
such mandatory prepayment shall be deemed satisfied. Subject to the terms and
conditions of said cash collateral account, sums on deposit in said cash
collateral account shall be applied (until exhausted) to reduce the principal
balance of the Revolving Credit on the last day of each Eurocurrency-Interest
Period attributable to the Eurocurrency-based Advances of such Revolving
Advance, thereby avoiding breakage costs under Section 11.1 hereof; provided,
however, that if a Default or Event of Default shall have occurred at any time
while sums are on deposit in the cash collateral account, Agent may, in its sole
discretion, elect to apply such sums to reduce the principal balance of such
Eurocurrency-based Advances prior to the last day of the applicable
Eurocurrency-Interest Period, and the Borrowers will be obligated to pay any
resulting breakage costs under Section 11.1.

     3. LETTERS OF CREDIT.


     3.1 Letters of
Credit. Subject to the terms and conditions
of this Agreement, Issuing Lender shall through the Issuing Office, at any time
and from time to time from and after the date hereof until thirty (30) days
prior to the Revolving Credit Maturity Date, upon the written request of an
Account Party(ies) accompanied by a duly executed Letter of Credit Agreement and
such other documentation related to the requested Letter of Credit as Issuing
Lender may require, issue Letters of Credit for the account of such Account
Party(ies), in an aggregate amount for all Letters of Credit issued hereunder at
any one time outstanding not to exceed the Letter of Credit Maximum Amount. Each
Letter of Credit shall be in a minimum face amount of Five Hundred Thousand
Dollars ($500,000) (or such lesser amount as may be agreed to by Issuing Lender)
and each Letter of Credit (including any renewal thereof) shall expire on the
earlier to occur of (x) 1 year from the date of issuance and (y) not later than
ten (10) Business Days prior to the Revolving Credit Maturity Date in effect on
the date of issuance thereof. The submission of all applications in respect of
and the issuance of each Letter of Credit hereunder shall be subject in all
respects to the International Standby Practices 98, and any successor
documentation thereto and to the extent not inconsistent therewith, the laws of
the State of Michigan. In the event of any conflict between this Agreement and
any Letter of Credit Document other than a Letter of Credit, this Agreement
shall control. 

     3.2 Conditions
to Issuance. No Letter of Credit shall be
issued at the request and for the account of any Account Party(ies) unless, as
of the date of issuance of such Letter of Credit: 

	     	(a)	      	after giving effect to
      the Letter of Credit requested (but taking into account any outstanding
      Letter of Credit to be replaced thereby), the aggregate amount of Letter
      of Credit Obligations (calculated on the basis of the Dollar Amount of any
      Letter of Credit Obligations relating to Letters of Credit denominated in
      Dollars


55 





		 	and the Current Dollar
      Equivalent of any Letter of Credit Obligations relating to Letters of
      Credit denominated in an Alternative Currency) does not exceed the Letter
      of Credit Maximum Amount;
		           	 
	     	(b)	after giving effect to
      the Letter of Credit requested (but taking into account any outstanding
      Letter of Credit to be replaced thereby), (i) the aggregate amount of all
      Letter of Credit Obligations, plus the aggregate amount of all Advances
      including, all Advances deemed disbursed in respect of any Account Party’s
      Reimbursement Obligations, (calculated on the basis of the Dollar Amount
      of any Advances or Letter of Credit Obligations relating to Letters of
      Credit in each case denominated in Dollars and the Current Dollar
      Equivalent of any Advances or Letter of Credit Obligations relating to
      Letters of Credit denominated in an Alternative Currency) hereunder
      requested or outstanding on such date do not exceed the then applicable
      Revolving Credit Aggregate Commitment and (ii) if requested by a Permitted
      Borrower, the aggregate amount of all Letter of Credit Obligations issued
      for the account of such Permitted Borrower, plus the aggregate amount of
      all Advances to such Permitted Borrower, in each case calculated on the
      basis of the Dollar Amount of any Advances or Letter of Credit Obligations
      relating to Letters of Credit in each case denominated in Dollars and the
      Current Dollar Equivalent of any Advances or Letter of Credit Obligations
      relating to Letters of Credit denominated in an Alternative Currency)
      hereunder requested or outstanding on such date do not exceed the then
      applicable Permitted Borrower Sublimit;
		 
		(c)	whenever the Account
      Party is a Permitted Borrower, it shall not be entitled to request a
      Letter of Credit hereunder until it has complied in all respects with the
      provisions of Section 2.1(a) or (b) hereof, as applicable;
		 
		(d)	the obligations of
      Borrowers and the Guarantors set forth in this Agreement and the other
      Loan Documents are valid, binding and enforceable obligations of Borrowers
      and Guarantors and the valid, binding and enforceable nature of this
      Agreement and the other Loan Documents has not been disputed by Borrowers
      or the Guarantors;
		 
		(e)	the representations
      and warranties contained in this Agreement and the other Loan Documents
      are true in all material respects as if made on such date (unless such
      representations and warranties speak as of another date certain), and both
      immediately before and immediately after issuance of the Letter of Credit
      requested, no Default or Event of Default exists;
		 
		(f)	the execution of the
      Letter of Credit Agreement with respect to the Letter of Credit requested
      will not violate the terms and conditions of any contract, agreement or
      other borrowing of the relevant Account Party;
		 
		(g)	the Account Party
      requesting the Letter of Credit shall have delivered to Issuing Lender at
      its Issuing Office, not less than three (3) Business Days prior to the
      requested date for issuance (or such shorter time as Issuing Lender, in
      its sole


56 





		 	discretion, may
      permit), the Letter of Credit Agreement related thereto, together with
      such other documents and materials as may be required pursuant to the
      terms thereof, and the terms of the proposed Letter of Credit shall be
      satisfactory to Issuing Lender;
	     		 
		(h)	no order, judgment or
      decree of any court, arbitrator or governmental authority shall purport by
      its terms to enjoin or restrain Issuing Lender from issuing the Letter of
      Credit requested, or any Revolving Credit Lender from taking an assignment
      of its Revolving Credit Percentage thereof pursuant to Section 3.6 hereof,
      and no law, rule, regulation, request or directive (whether or not having
      the force of law) shall prohibit or request that Issuing Lender refrain
      from issuing, or any Revolving Credit Lender refrain from taking an
      assignment of its Revolving Credit Percentage of, the Letter of Credit
      requested or letters of credit generally;
		          	 
		(i)	there shall have been
      no introduction of or change in the interpretation of any law or
      regulation that would make it unlawful or unduly burdensome for Issuing
      Lender to issue or any Revolving Credit Lender to take an assignment of
      its Revolving Credit Percentage of the requested Letter of Credit, no
      suspension of or material limitation on trading on the New York Stock
      Exchange or any other national securities exchange, no declaration of a
      general banking moratorium by banking authorities in the United States,
      Michigan or the respective jurisdictions in which Revolving Credit
      Lenders, the applicable Account Party and the beneficiary of the requested
      Letter of Credit are located, and no establishment of any new restrictions
      on transactions involving letters of credit or on banks materially
      affecting the extension of credit by banks; and
		 
		(j)	Issuing Lender shall
      have received the issuance fees required in connection with the issuance
      of such Letter of Credit pursuant to Section 3.4
  hereof.


Each Letter of Credit Agreement
submitted to Issuing Lender pursuant hereto shall constitute the certification
by Company and any other Account Party of the matters set forth in Section 3.2
(a) through (f) hereof. Issuing Lender shall be entitled to rely on such
certification without any duty of inquiry. 

     3.3 Notice. Issuing Lender shall deliver
to Agent, concurrently with or promptly following the issuance of any Letter of
Credit, a true and complete copy of each Letter of Credit. Promptly upon its
receipt thereof, Agent shall give notice, substantially in the form attached as
Exhibit F, to each Revolving Credit Lender of the issuance of each Letter of
Credit, not later than three (3) Business Days after issuance of each Letter of
Credit, specifying the amount thereof and the amount of such Revolving Credit
Lender’s Revolving Credit Percentage thereof. 

     3.4
Letter of Credit Fees. 

	     	(a)	       	A non-refundable per
      annum letter of credit fee with respect to the undrawn amount of each
      Letter of Credit issued pursuant hereto (based on the Dollar Amount of any
      Letters of Credit denominated in Dollars and the Current
  Dollar


57 





		 	Equivalent of any
      Letters of Credit denominated in any Alternative Currency) in the amount
      of the Applicable Fee Percentage (determined with reference to Schedule
      4.1 to this Agreement).
	      	 
		(b)	A letter of credit
      facing fee in the amount specified in the Fee Letter to be retained by
      Issuing Lender for its own Account.
		 
		(c)	If any change in any
      law or regulation or in the interpretation thereof by any court or
      administrative or governmental authority charged with the administration
      thereof shall either (i) impose, modify or cause to be deemed applicable
      any reserve, special deposit, limitation or similar requirement against
      letters of credit issued or participated in by, or assets held by, or
      deposits in or for the account of, Issuing Lender or any Revolving Credit
      Lender or (ii) impose on Issuing Lender or any Revolving Credit Lender any
      other condition regarding this Agreement, the Letters of Credit or any
      participations in such Letters of Credit, and the result of any event
      referred to in clause (i) or (ii) above shall be to increase the cost or
      expense to Issuing Lender or such Revolving Credit Lender of issuing or
      maintaining or participating in any of the Letters of Credit (which
      increase in cost or expense shall be determined by Issuing Lender’s or
      such Revolving Credit Lender’s reasonable allocation of the aggregate of
      such cost increases and expenses resulting from such events), then, upon
      demand by Issuing Lender or such Revolving Credit Lender, as the case may
      be, Company shall, within thirty (30) days following demand for payment,
      pay to Issuing Lender or such Revolving Credit Lender, as the case may be,
      from time to time as specified by Issuing Lender or such Revolving Credit
      Lender, additional amounts which shall be sufficient to compensate Issuing
      Lender or such Revolving Credit Lender for such increased cost and
      expense, together with interest on each such amount from ten days after
      the date demanded until payment in full thereof at the Prime-based Rate. A
      certificate as to such increased cost or expense incurred by Issuing
      Lender or such Revolving Credit Lender, as the case may be, as a result of
      any event mentioned in clause (i) or (ii) above, submitted to Company,
      shall be conclusive evidence, absent manifest error, as to the amount
      thereof.
		          
	 
		(d)	All payments by any
      Borrower to Issuing Lender or Revolving Credit Lenders under this Section
      3.4 shall be made in Dollars and in immediately available funds at the
      Issuing Office or such other office of Issuing Lender as may be designated
      from time to time by written notice to the Borrowers by Issuing Lender.
      The fees described in clause (a) and (b) above shall be nonrefundable
      under all circumstances, shall be payable quarterly in advance (or such
      lesser period, if applicable, for Letters of Credit issued with stated
      expiration dates of less than three months) upon the issuance of each such
      Letter of Credit, and shall be calculated on the basis of a 360 day year
      and assessed (on a quarterly basis as aforesaid) as of the beginning of
      each quarter as of which such Letter of Credit is outstanding commencing
      on the date of issuance thereof, for the actual number of days from the
      beginning of such quarter to the earlier of the beginning of the next
      quarter or the stated expiration thereof.


58 




     3.5 Other
Fees. In connection with the Letters of
Credit, and in addition to the Letter of Credit Fees, Company and any other
applicable Account Party(ies) shall pay, for the sole account of Issuing Lender,
standard documentation, administration, payment and cancellation charges
assessed by Issuing Lender or the Issuing Office, at the times, in the amounts
and on the terms set forth or to be set forth from time to time in the standard
fee schedule of the Issuing Office in effect from time to time and delivered to
the relevant Account Party(ies). 

     3.6
Drawings and Demands for Payment Under Letters
of Credit. 

	     	(a)	       	Company and each other
      applicable Account Party (as to the Letter of Credit which has been issued
      in the name of such Account Party) agree to pay to Issuing Lender, on the
      day on which Issuing Lender shall honor a draft or other demand for
      payment presented or made under any Letter of Credit, an amount equal to
      the amount paid by Issuing Lender in respect of such draft or other demand
      under such Letter of Credit and all expenses paid or incurred by Issuing
      Lender relative thereto. Unless Company or the other applicable Account
      Party shall have made such payment to Issuing Lender on such day, upon
      each such payment by Issuing Lender, Issuing Lender shall be deemed to
      have disbursed to Company or the other applicable Account Party, and
      Company or the other applicable Account Party shall be deemed to have
      elected to substitute for its reimbursement obligation, with respect to
      Letters of Credit denominated in Dollars, a Prime-based Advance of the
      Revolving Credit and, with respect to Letters of Credit denominated in any
      Alternative Currency, a Eurocurrency-based Advance of the Revolving Credit
      in the applicable Alternative Currency with an Interest Period, commencing
      three (3) Business Days following the date of Issuing Lender’s payment
      pursuant to the applicable Letter of Credit, of one month (or, if
      unavailable, such other Interest Period as selected by Issuing Lender in
      its sole discretion), in each case for the account of Revolving Credit
      Lenders in an amount equal to the amount so paid by Issuing Lender in
      respect of such draft or other demand under such Letter of Credit. Such
      Prime-based Advance or Eurocurrency-based Advance shall be deemed
      disbursed notwithstanding any failure to satisfy any conditions for
      disbursement of any Advance set forth in Section 2 hereof and, to the
      extent of the Advances so disbursed, the reimbursement obligation of
      Company or the other applicable Account Party under this Section 3.6 shall
      be deemed satisfied, provided that, with respect to any such
      Eurocurrency-based Advance deemed to have been made hereunder, Company or
      the applicable Account Party (as to the Letter of Credit which has been
      issued in the name of such Account Party) shall also be obligated to pay
      to Issuing Lender, for Issuing Lender’s sole account, interest on the
      aggregate amount paid by Issuing Lender under the applicable draft or
      other demand for payment at Issuing Lender’s aggregate marginal cost
      (including the cost of maintaining any required reserves or deposit
      insurance and of any fees, penalties, overdraft charges or other costs or
      expenses incurred by Issuing Lender as a result of such failure to deliver
      funds hereunder) of carrying such amount plus the Applicable Margin then
      in effect for Eurocurrency-based Advances, from the date of Issuing
      Lender’s payment pursuant to any Letter of Credit to the date of the
      commencement of the Interest Period for the applicable
      Eurocurrency-based 


59 





		 	Advance deemed to have
      been made, as aforesaid, such interest (the “Gap Interest”) to be due and
      payable on the last day of the initial Interest Period established for
      such deemed Advance.
		 
	      	(b)	If Issuing Lender
      shall honor a draft or other demand for payment presented or made under
      any Letter of Credit, Issuing Lender shall provide notice thereof to
      Company and each other applicable Account Party on the date such draft or
      demand is honored, and to each Revolving Credit Lender on such date unless
      Company or other applicable Account Party shall have satisfied its
      reimbursement obligation under Section 3.6(a) hereof by payment to Issuing
      Lender on such date. Issuing Lender shall further use reasonable efforts
      to provide notice to Company or other applicable Account Party prior to
      honoring any such draft or other demand for payment, but such notice, or
      the failure to provide such notice, shall not affect the rights or
      obligations of Issuing Lender with respect to any Letter of Credit or the
      rights and obligations of the parties hereto, including without limitation
      the obligations of Company or other applicable Account Party under Section
      3.6(a) hereof.
		           	 
		(c)	Upon issuance by
      Issuing Lender of each Letter of Credit hereunder, each Revolving Credit
      Lender shall automatically acquire a pro rata participation interest in
      such Letter of Credit and each related Letter of Credit Payment based on
      its respective Revolving Credit Percentage. Each Revolving Credit Lender,
      on the date a draft or demand under any Letter of Credit is honored (or
      the next succeeding Business Day if the notice required to be given by
      Issuing Lender to Revolving Credit Lenders under Section 3.6(b) hereof is
      not given to Revolving Credit Lenders prior to 2:00 p.m. (Detroit time) on
      such date of draft or demand) or three (3) Business Days thereafter in
      respect of draws or demands under Letters of Credit issued in any
      Alternative Currency, shall make its Revolving Credit Percentage of the
      amount paid by Issuing Lender, and not reimbursed by Company or other
      applicable Account Party on such day, available in the applicable
      Permitted Currency and in immediately available funds at the principal
      office of Agent for the account of Issuing Lender. If and to the extent
      such Revolving Credit Lender shall not have made such pro rata portion
      available to Agent, such Revolving Credit Lender (whose obligations
      hereunder shall be several and not joint with any other Person), Company
      and any other applicable Account Party agree to pay to Agent for the
      account of Issuing Lender forthwith on demand such amount together with
      interest thereon, for each day from the date such amount was paid by
      Issuing Lender until such amount is so made available to Agent at a per
      annum rate equal to the interest rate applicable during such period to the
      related Advance deemed to have been disbursed under Section 3.6(a) in
      respect of the reimbursement obligation of Company and any other
      applicable Account Party, as set forth in Section 2.4(c)(i) or 2.4(c)(ii)
      hereof, as the case may be. If such Revolving Credit Lender shall pay such
      amount to Agent for the account of Issuing Lender together with such
      interest, such amount so paid shall be deemed to constitute an Advance by
      such Revolving Credit Lender disbursed in respect of the reimbursement
      obligation of Company or other applicable Account Party under Section
      3.6(a) hereof for purposes of this Agreement,


60 




effective as
of the dates applicable under said Section 3.6(a). The failure of any Revolving
Credit Lender to make its pro rata portion of any such amount paid by Issuing
Lender available to Agent for the account of Issuing Lender shall not relieve
any other Revolving Credit Lender of its obligation to make available its pro
rata portion of such amount, but no Revolving Credit Lender shall be responsible
for failure of any other Revolving Credit Lender to make such pro rata portion
available to Agent. Furthermore, in the event of the failure by Company or the
Permitted Borrowers to pay the Gap Interest required under the proviso to
Section 3.6(a) hereof, each of the Revolving Credit Lenders shall pay to Issuing
Lender, within one Business Day following receipt from Issuing Lender of written
request therefor, its pro rata portion of said Gap Interest, excluding any
portion thereof attributable to the Applicable Margin. 

     Notwithstanding the foregoing however, no Revolving Credit Lender shall
acquire a pro rata risk participation in a Letter of Credit or related Letter of
Credit Payment if the officers of Issuing Lender immediately responsible for
matters concerning this Agreement shall have received written notice from Agent
or any Revolving Credit Lender at least two (2) Business Days prior to the date
of the issuance of such Letter of Credit that the issuance of Letters of Credit
should be suspended based on the occurrence and continuance of a Default or
Event of Default and stating that such notice is a “notice of default”;
provided, however that each Revolving Credit Lender shall acquire a pro rata
risk participation in such Letter of Credit and the related Letter of Credit
Payment upon the date on which such Default or Event of Default is waived by the
Required Lenders or all Lenders, as applicable. In the event that Issuing Lender
receives such a notice, Issuing Lender shall have no obligation to issue any
Letter of Credit until such notice is withdrawn by Agent or such Revolving
Credit Lender or until the requisite Lenders have waived such Default or Event
of Default in accordance with the terms of this Agreement. 

	     	(d)	      	Nothing in this
      Agreement shall be construed to require or authorize any Lender to issue
      any Letter of Credit, it being recognized that Issuing Lender shall be the
      sole issuer of Letters of Credit under this
Agreement.


     3.7 Obligations Irrevocable. The
obligations of Company and any other Account Party to make payments to Agent for
the account of Issuing Lender or Revolving Credit Lenders with respect to Letter
of Credit Obligations under Section 3.6 hereof, shall be unconditional and
irrevocable and not subject to any qualification or exception whatsoever,
including, without limitation: 

		(a)	Any lack of validity
      or enforceability of any Letter of Credit or any documentation relating to
      any Letter of Credit or to any transaction related in any way to any
      Letter of Credit (the “Letter of Credit Documents”);
	     	          	 
		(b)	Any amendment,
      modification, waiver, consent, or any substitution, exchange or release of
      or failure to perfect any interest in collateral or security, with respect
      to or under any of the Letter of Credit
Documents;


61 





		(c)	The existence of any
      claim, setoff, defense or other right which Company or any other Account
      Party may have at any time against any beneficiary or any transferee of
      any Letter of Credit (or any persons or entities for whom any such
      beneficiary or any such transferee may be acting), Agent, Issuing Lender
      or any Revolving Credit Lender or any other person or entity, whether in
      connection with any of the Letter of Credit Documents, the transactions
      contemplated herein or therein or any unrelated transactions;
	     	          	 
		(d)	Any draft or other
      statement or document presented under any Letter of Credit proving to be
      forged, fraudulent, invalid or insufficient in any respect or any
      statement therein being untrue or inaccurate in any respect;
		 
		(e)	Payment by Issuing
      Lender to the beneficiary under any Letter of Credit against presentation
      of documents which do not comply with the terms of such Letter of Credit,
      including failure of any documents to bear any reference or adequate
      reference to such Letter of Credit;
		 
		(f)	Any failure, omission,
      delay or lack on the part of Agent, Issuing Lender or any Revolving Credit
      Lender or any party to any of the Letter of Credit Documents to enforce,
      assert or exercise any right, power or remedy conferred upon Agent,
      Issuing Lender, any Revolving Credit Lender or any such party under this
      Agreement, any of the other Loan Documents or any of the Letter of Credit
      Documents, or any other acts or omissions on the part of Agent, Issuing
      Lender, any Revolving Credit Lender or any such party; or
		 
		(g)	Any other event or
      circumstance that would, in the absence of this Section 3.7, result in the
      release or discharge by operation of law or otherwise of Company or any
      other Account Party from the performance or observance of any obligation,
      covenant or agreement contained in Section 3.6
hereof.


No setoff, counterclaim, reduction or
diminution of any obligation or any defense of any kind or nature which Company
or any other Account Party has or may have against the beneficiary of any Letter
of Credit shall be available hereunder to Company or any other Account Party
against Agent, Issuing Lender or any Revolving Credit Lender. With respect to
any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to
prevent Company or the other Account Parties, after satisfaction in full of the
absolute and unconditional obligations of Company and any other Account Parties
hereunder, from asserting in a separate action any claim, defense, set off or
other right which they (or any of them) may have against Agent, Issuing Lender
or any Revolving Credit Lender in connection with such Letter of Credit.


     3.8 Risk
Under Letters of Credit. 

	     	(a)	      	In the administration
      and handling of Letters of Credit and any security therefor, or any
      documents or instruments given in connection therewith, Issuing Lender
      shall have the sole right to take or refrain from taking any and all
      actions under or upon the Letters of Credit.


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	      	(b)	Subject to other terms
      and conditions of this Agreement, Issuing Lender shall issue the Letters
      of Credit and shall hold the documents related thereto in its own name and
      shall make all collections thereunder and otherwise administer the Letters
      of Credit in accordance with Issuing Lender’s regularly established
      practices and procedures and, except pursuant to Section 12.3 hereof,
      Issuing Lender will have no further obligation with respect thereto. In
      the administration of Letters of Credit, Issuing Lender shall not be
      liable for any action taken or omitted on the advice of counsel,
      accountants, appraisers or other experts selected by Issuing Lender with
      due care and Issuing Lender may rely upon any notice, communication,
      certificate or other statement from Company, any Account Party,
      beneficiaries of Letters of Credit, or any other Person which Issuing
      Lender believes to be authentic. Issuing Lender will, upon request,
      furnish Revolving Credit Lenders with copies of Letter of Credit
      Agreements, Letters of Credit and documents related thereto.
		      
          	 
		(c)	In connection with the
      issuance and administration of Letters of Credit and the assignments
      hereunder, Issuing Lender makes no representation and shall have no
      responsibility with respect to (i) the obligations of Company or any
      Account Party or the validity, sufficiency or enforceability of any
      document or instrument given in connection therewith, or the taking of any
      action with respect to same, (ii) the financial condition of, any
      representations made by, or any act or omission of, Company, any other
      applicable Account Party or any other Person, or (iii) any failure or
      delay in exercising any rights or powers possessed by Issuing Lender in
      its capacity as issuer of Letters of Credit in the absence of its gross
      negligence or willful misconduct. Revolving Credit Lenders expressly
      acknowledge that they have made and will continue to make their own
      evaluations of Company’s and the Account Parties’ creditworthiness without
      reliance on any representation of Issuing Lender or its officers, agents
      and employees.
		 
		(d)	If at any time Issuing
      Lender shall recover any part of any unreimbursed amount for any draw or
      other demand for payment under a Letter of Credit, or any interest
      thereon, Issuing Lender shall receive same for the pro rata benefit of
      Revolving Credit Lenders in accordance with their respective Revolving
      Credit Percentages and shall promptly deliver to each Revolving Credit
      Lender its share thereof, less such Revolving Credit Lender’s pro rata
      share of the costs of such recovery, including court costs and attorney’s
      fees. If at any time any Revolving Credit Lender shall receive from any
      source whatsoever any payment on any such unreimbursed amount or interest
      thereon in excess of such Revolving Credit Lender’s Revolving Credit
      Percentage of such payment, such Revolving Credit Lender will promptly pay
      over such excess to Issuing Lender, for redistribution in accordance with
      this Agreement.
		  	 
		3.9	Indemnification.The Company and the Domestic Permitted Borrowers and, as to
      each Letter of Credit which such Person is the Account Party, each other
      Account Party hereby indemnifies and agrees to hold harmless Lenders,
      Issuing Lender and Agent, and their respective officers, directors,
      employees and agents, from and against any and all claims, damages,
      losses, liabilities, costs or expenses of
any


63 





	     	 	kind or nature
      whatsoever which Lenders, Issuing Lender or Agent or any such person may
      incur or which may be claimed against any of them by reason of or in
      connection with any Letter of Credit, and neither any Lender, Issuing
      Lender nor Agent or any of their respective officers, directors, employees
      or agents shall be liable or responsible for: (i) the use which may be
      made of any Letter of Credit or for any acts or omissions of any
      beneficiary in connection therewith; (ii) the validity, sufficiency or
      genuineness of documents or of any endorsement thereon, even if such
      documents should in fact prove to be in any or all respects invalid,
      insufficient, fraudulent or forged; (iii) payment by Issuing Lender to the
      beneficiary under any Letter of Credit against presentation of documents
      which do not strictly comply with the terms of any Letter of Credit
      (unless such payment resulted from the gross negligence or willful
      misconduct of Issuing Lender); (iv) any error, omission, interruption or
      delay in transmission, dispatch or delivery of any message or advice,
      however transmitted, in connection with any Letter of Credit; or (v) any
      other event or circumstance whatsoever arising in connection with any
      Letter of Credit; provided, however, that the Company and the Domestic
      Permitted Borrowers and any other Account Parties shall not be required to
      indemnify Lenders, Issuing Lender and Agent and such other Persons for any
      liabilities resulting from the Issuing Lender’s gross negligence, willful
      misconduct or wrongful dishonor of any Letter of Credit after the
      presentation to it by the beneficiary thereunder of a draft or other
      demand for payment and other documentation strictly complying with the
      terms and conditions of such Letter of Credit, and; provided, further,
      that the Issuing Lender shall be liable to the Company and the Domestic
      Permitted Borrowers and any other Account Parties to the extent, but only
      to the extent, of any direct (but not any indirect or consequential)
      damages suffered by the Company and the Domestic Permitted Borrowers or
      such other Account Party as a result of such actions or omissions by
      Issuing Lender.
		          	 
		(b)	It is understood that
      in making any payment under a Letter of Credit Issuing Lender will rely on
      documents presented to it under such Letter of Credit as to any and all
      matters set forth therein without further investigation and regardless of
      any notice or information to the contrary. It is further acknowledged and
      agreed that Company or any other Account Party may have rights against the
      beneficiary or others in connection with any Letter of Credit with respect
      to which Agent, Issuing Lender or Lenders are alleged to be liable and it
      shall be a condition of the assertion of any liability of Agent, Issuing
      Lender or Lenders by Company or any other Account Party under this Section
      that Company or the other applicable Account Party shall contemporaneously
      pursue all remedies in respect of the alleged loss against such
      beneficiary and any other parties obligated or liable in connection with
      such Letter of Credit and any related
transactions.


     3.10 Right
of Reimbursement. Each Revolving Credit
Lender agrees to reimburse Issuing Lender on demand, pro rata in accordance with
its respective Revolving Credit Percentage, for (i) the reasonable out-of-pocket
costs and expenses of Issuing Lender to be reimbursed by Company or any other
Account Party pursuant to any Letter of Credit Agreement or any Letter of
Credit, to the extent not reimbursed by Company or any other Account Party and


64 




(ii) any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, fees,
reasonable out-of-pocket expenses or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against Issuing
Lender (in its capacity as issuer of any Letter of Credit) in any way relating
to or arising out of this Agreement, any Letter of Credit, any documentation or
any transaction relating thereto, or any Letter of Credit Agreement, to the
extent not reimbursed by Company or any Account Party, except to the extent that
such liabilities, losses, costs or expenses were incurred by Issuing Lender as a
result of Issuing Lender’s gross negligence or willful misconduct or by Issuing
Lender’s wrongful dishonor of any Letter of Credit after the presentation to it
by the beneficiary thereunder of a draft or other demand for payment and other
documentation strictly complying with the terms and conditions of such Letter of
Credit. 

     3.11 Existing Letters of Credit. Each
Existing Letter of Credit shall be deemed for all purposes of this Agreement to
be a Letter of Credit, and each application or other documentation submitted in
connection with each Existing Letter of Credit shall be deemed for all purposes
of this Agreement to be a Letter of Credit Agreement. On the date of execution
of this Agreement, Issuing Lender shall be deemed automatically to have sold and
transferred, and each other Revolving Credit Lender shall be deemed
automatically, irrevocably, and unconditionally to have purchased and received
from Issuing Lender, without recourse or warranty, an undivided interest and
participation (on the terms set forth herein), to the extent of such other
Revolving Credit Lender’s Revolving Credit Percentage, in each Existing Letter
of Credit and the applicable Letter of Credit Obligations with respect thereto
and any security therefor or guaranty pertaining thereto. Letter of Credit Fees
paid under the Prior Credit Agreement shall not be recalculated, redistributed
or reallocated by Agent to Revolving Credit Lenders; provided that Company shall
pay to any new Revolving Credit Lenders becoming parties hereto on the
Restatement Date (or any existing Revolving Credit Lender increasing its
Revolving Credit Percentage on such date) a special letter of credit fee on the
Existing Letters of Credit, calculated on the basis of the Letter of Credit Fees
which would be applicable to such Existing Letters of Credit if issued on the
Restatement Date (but in the case of any existing Revolving Credit Lender,
computed only to the extent of the applicable increase in its Revolving Credit
Percentage) for the period from the Restatement Date to the expiration date of
such Existing Letters of Credit. 

     4. TERM LOAN. 

     4.1 Term
Loan. Subject to the terms and conditions of
this Agreement (including without limitation Section 4.4 hereof), each Term Loan
Lender, severally and for itself alone, agrees to make a single Term Loan
Advance in Dollars from time to time on any Business Day during the period from
the Restatement Date until (but excluding) August 15, 2008 in an aggregate
amount not to exceed an amount equal to such Lender’s Term Loan Percentage of
the Term Loan to the Company. Subject to the terms and conditions set forth
herein, the initial advance, any repayments, refundings or conversions, but no
readvances, may be made under the Term Loan. 

     4.2
Accrual of Interest and Maturity; Evidence of
Indebtedness. 

	     	(a)	      	Company hereby
      unconditionally promises to pay to the Agent for the account of each Term
      Loan Lender such Lender’s Term Loan Percentage of the then
  unpaid


65 





	     	 	aggregate principal
      amount of the Term Loan outstanding on the Term Loan Maturity Date and on
      such other dates and in such other amounts as may be required from time to
      time pursuant to this Agreement. Subject to the terms and conditions
      hereof, the unpaid principal Indebtedness outstanding under the Term Loan
      shall, from the date such Term Loan Advance is made (until paid), bear
      interest at the Applicable Interest Rate. There shall be no readvance or
      reborrowings of any principal reductions of the Term Loan.
		          	 
		(b)	Each Term Loan Lender
      shall maintain in accordance with its usual practice an account or
      accounts evidencing indebtedness of Company to the appropriate lending
      office of such Term Loan Lender resulting from each Advance of the Term
      Loan made by such lending office of such Lender from time to time,
      including the amounts of principal and interest payable thereon and paid
      to such Term Loan Lender from time to time under this
  Agreement.
		 
		(c)	The Agent shall
      maintain the Register pursuant to Section 13.8(f), and a subaccount
      therein for each Term Loan Lender, in which the Register and subaccounts
      (taken together) shall be recorded (i) the amount of each Advance of the
      Term Loan made hereunder, the type thereof and each Eurocurrency-Interest
      Period applicable to any Eurocurrency-based Advance, (ii) the amount of
      any principal or interest due and payable or to become due and payable
      from Company to each Term Loan Lender hereunder in respect of the Advances
      of the Term Loan and (iii) both the amount of any sum received by the
      Agent hereunder from Company in respect of the Term Loan Advances and each
      Term Loan Lender’s share thereof.
		 
		(d)	The entries made in
      the Register pursuant to paragraph (c) of this Section 4.2 shall, absent
      manifest error, to the extent permitted by applicable law, be prima facie
      evidence of the existence and amounts of the obligations of Company
      therein recorded; provided, however, that the
      failure of any Term Loan Lender or the Agent to maintain the Register or
      any such account, as applicable, or any error therein, shall not in any
      manner affect the obligation of Company to repay the Term Loan Advance
      (and all other amounts owing with respect thereto) made to Company by the
      Term Loan Lenders in accordance with the terms of this
  Agreement.
		 
		(e)	Company agrees that,
      upon written request to the Agent by any Term Loan Lender, Company will
      execute and deliver to such Term Loan Lender, at Company’s expense, a Term
      Loan Note evidencing the outstanding Term Loan Advance, owing to such Term
      Loan Lender.


     4.3 Repayment of Principal. Company shall
repay the Term Loan as set forth below, each such principal installment to be
paid on a semi-annual basis, commencing on January 1, 2009 until the Term Loan
Maturity Date, when all remaining outstanding principal plus accrued interest
thereon shall be due and payable in full: 

66 






	Period 	Payment (to
      be 
	  	made on
      each 
	  	stated
      date) 
	  January 1, 2009, July 1, 2009,
      January 1, 2010  	  10% of the
      original  
	  and July 1, 2010 
    	  principal
      amount of  
	  	  the Term
      Loan  
	  	 
      Advance  
	  January 1, 2011 
	  30% of the
      original  
	  	  principal
      amount of  
	  	  the Term
      Loan  
	  	 
      Advance  
	  Term Loan Maturity
      Date  	  Any
      amounts of  
	  	  principal
      or interest  
	  	  then
      outstanding on  
	  	  Term
      Loan  




     Whenever
any payment under this Section 4.3 shall become due on a day that is not a
Business Day, the date for payment thereunder shall be extended to the next
Business Day. 

     4.4 Requests for Term Loan Advances; Refundings and Conversions of Advances
of Term Loan.
The Company only may request a single Advance of the Term Loan in an amount not
to exceed the Term Loan Aggregate Commitment, and the Company may from time to
time convert such Advance to another type of Advance of the Term Loan only after
delivery to Agent of a Request for Term Loan Advance executed by an Authorized
Officer of Company, subject to the following: 

		(a)	such Request for Term
      Loan Advance shall set forth the information required on the Request for
      Term Loan Advance form annexed hereto as Exhibit K, including without
      limitation:
	     	          	 
		(b)	the proposed date of
      such Term Loan Advance (or the refunding or conversion of an outstanding
      Term Loan Advance), which must be a Business Day, and must be prior to
      August 15, 2008 in the case of the initial Term Loan Advance
      hereunder;
		 
		(c)	whether such Term Loan
      Advance is a refunding or conversion of an outstanding Advance;
    and
		 
		(d)	whether such Term Loan
      Advance is to be a Prime-based Advance or a Eurocurrency-based Advance,
      and, except in the case of a Prime-based Advance, the first Interest
      Period applicable thereto;
		 
		(e)	such Request for Term
      Loan Advance shall be delivered to Agent by 12:00 noon (eastern standard
      time) two (2) Business Days prior to the proposed date of the Term Loan
      Advance, except in the case of a Prime-based Advance, for which the
      Request for Term Loan Advance must be delivered by 12:00 noon (Detroit
      time) on such proposed date for Term Loan
Advance;


67 





		(f)	in the case
      of a Prime-based Advance, the principal amount of the initial funding of
      such Advance, as opposed to any refunding or conversion thereof, shall be
      at least Five Million Dollars ($5,000,000) (or a larger integral multiple
      of $500,000);
	     	          	 	 
		(g)	in the case
      of a Eurocurrency-based Advance, the principal amount of such Advance,
      plus the amount of any other outstanding Advance of the Term Loan to be
      then combined therewith having the same Applicable Interest Rate and
      Interest Period, if any, shall be at least Ten Million Dollars
      ($10,000,000) (or a larger integral multiple of One Hundred Thousand
      Dollars ($100,000)) and at any one time there shall not be in effect more
      than three (3) Eurocurrency-Interest Periods in effect for Advances of the
      Term Loan;
		 
		(h)	intentionally omitted;
		 
		(i)	such Request
      for Term Loan Advance (in the case of the initial Request for Term Loan
      Advance but not for any Request for Term Loan Advance for refunding or
      conversion of interest rate) shall be accompanied by a solvency
      certificate in form and substance reasonably acceptable to Agent for the
      Company executed by an Authorized Officer of the Company;
		 
		(j)	a Request
      for Term Loan Advance, once delivered to Agent, shall not be revocable by
      the Company;
		 
		(k)	each Request
      for Term Loan Advance shall constitute a certification by the Company, as
      of the date thereof that:
		 
		 	(i)	both before and after
      the making of the initial Term Loan Advance or any refunding or conversion
      of any Term Loan Advance, the obligations of the Company and the Permitted
      Borrowers set forth in this Agreement and the other Loan Documents to
      which such Persons are parties are valid, binding and enforceable
      obligations of Company and the Permitted Borrowers, as the case may
      be;
		 	          	 
		 	(ii)	all conditions to the
      initial Term Loan Advance (or any such refunding or conversion of the Term
      Loan Advance) have been satisfied, and shall remain satisfied to the date
      of such Term Loan Advance (both before and after giving effect to such
      Term Loan Advance);
		 
		 	(iii)	there is no Default or
      Event of Default then in existence, and none will exist upon the making of
      such Term Loan Advance (both before and after giving effect to such Term
      Loan Advance); and
		 
		 	(iv)	the representations
      and warranties contained in this Agreement and the other Loan Documents
      are true and correct in all material respects and shall be true and
      correct in all material respects as of the making of such Term Loan
      Advance (both before and after giving effect to such Term Loan Advance),
      other than any representation or warranty that expressly speaks only as of
      a different date.


68 




     Agent,
acting on behalf of the Term Loan Lenders, may, at its option, lend under this
Section 4.4 upon the telephone request of an Authorized Officer of Company and,
in the event Agent, acting on behalf of the Term Loan Lenders, makes any such
Advance upon a telephone request, the requesting officer shall fax or e-mail to
Agent, on the same day as such telephone request, a Request for Term Loan
Advance. The Company hereby authorizes Agent to disburse Advances under this
Section 4.4 pursuant to the telephone instructions of any person purporting to
be a person identified by name on a written list of persons authorized by the
Company and delivered to Agent prior to the date of such request to make
Requests for Term Loan Advance on behalf of the Company. Notwithstanding the
foregoing, the Company acknowledges that the Company shall bear all risk of loss
resulting from disbursements made upon any telephone request. Each telephone
request for an Advance shall constitute a certification of the matters set forth
in the Request for Term Loan Advance form as of the date of such requested
Advance. 

     4.5
Disbursement of Advances. 

		(a)	Upon
      receiving any Request for Term Loan Advance from the Company under Section
      4.4 hereof, Agent shall promptly notify each Term Loan Lender by wire,
      e-mail, facsimile or telephone of the amount of such Term Loan Advance to
      be made and the date such Term Loan Advance is to be made by said Term
      Loan Lender pursuant to its Term Loan Percentage of such Term Loan
      Advance. Unless such Term Loan Lender’s commitment to make the Term Loan
      Advance hereunder shall have been suspended or terminated in accordance
      with this Agreement, each such Term Loan Lender shall make available the
      amount of its Term Loan Percentage of each Term Loan Advance in
      immediately available funds to Agent, as follows:
	     	          	 	 
		 	(i)	for Prime-based
      Advances, at the office of the Agent located at One Detroit Center,
      Detroit, Michigan 48226, not later than 3:00 p.m. (Detroit time) on the
      date of such Advance; and
		 	          	 
		 	(ii)	for Eurocurrency-based
      Advances, Agent’s Correspondent for the account of the Eurocurrency
      Lending Office of Agent not later than 12 noon (Detroit time) on the date
      of such Advance.
		 
		(b)	Subject to
      submission of an executed Request for Term Loan Advance by the Company
      accompanied by all documentation otherwise required under Section 4.4
      hereof, Agent shall make available to the Company the aggregate of the
      amounts so received by it from the Term Loan Lenders in like funds and
      currencies:
		 
		 	(i)	for Domestic Advances,
      not later than 4:00 p.m. (Detroit time) on the date of such Advance by
      credit to an account of Company maintained with Agent or to such other
      account or third party as Company may reasonably direct; and
		 
		 	(ii)	for Eurocurrency-based
      Advances, not later than 4:00 p.m. (Detroit time) on the date of such
      Advance, by credit to an account of the Company


69 





		 		 		maintained with Agent
      or to such other account or third party as the Company may reasonably
      direct. 
		 
		(c)		Agent shall
      deliver the documents and papers received by it for the account of each
      Term Loan Lender to such Term Loan Lender or upon its order. Unless Agent
      shall have been notified by any Term Loan Lender prior to the date of any
      proposed Term Loan Advance that such Term Loan Lender does not intend to
      make available to Agent such Term Loan Lender’s Term Loan Percentage of
      such Advance, Agent may assume that such Term Loan Lender has made such
      amount available to Agent on such date, as aforesaid and may, in reliance
      upon such assumption, make available to the Company a corresponding
      amount. If such amount is not in fact made available to Agent by such Term
      Loan Lender, as aforesaid, Agent shall be entitled to recover such amount
      on demand from such Term Loan Lender. If such Term Loan Lender does not
      pay such amount within one (1) Business Day of Agent’s demand therefor and
      the Agent has in fact made a corresponding amount available to the
      Company, the Agent shall promptly notify the Company and the Company shall
      pay the Agent the amount such Term Loan Lender failed to fund (the
      “Funding Deficiency”), and the Company shall pay the Agent the amount of
      the Funding Deficiency within three (3) Business Days after the receipt of
      written notice from the Agent. Agent shall also be entitled to recover
      from such Term Loan Lender or the Company, as the case may be, but without
      duplication, interest on the amount of the Funding Deficiency in respect
      of each day from the date such amount was made available by Agent to the
      Company, to the date such amount is recovered by Agent, at a rate per
      annum equal to:
	      	 	      	 	 	 
		 		(i)		in the case of such
      Term Loan Lender, for the first two (2) Business Days such amount remains
      unpaid, with respect to Domestic Advances, the Federal Funds Effective
      Rate, and with respect to Eurocurrency-based Advances, Agent’s aggregate
      marginal cost (including the cost of maintaining any required reserves or
      deposit insurance and of any fees, penalties, overdraft charges or other
      costs or expenses incurred by Agent as a result of such failure to deliver
      funds hereunder) of carrying such amount and thereafter, at the rate of
      interest then applicable to such Term Loan Advances; and
		 	      	 
		 		(ii) 		in the case of
      Company, the rate of interest then applicable to such Advance of the Term
      Loan. 


     The
obligation of any Term Loan Lender to make any Advance of the Term Loan
hereunder shall not be affected by the failure of any other Term Loan Lender to
make any Advance hereunder, and no Term Loan Lender shall have any liability to
the Company or any of its Subsidiaries, the Agent, any other Term Loan Lender,
or any other party for another Term Loan Lender’s failure to make any loan or
Advance hereunder. In the event any Term Loan Lender shall fail to advance any
amounts required to be advanced in accordance with the terms of this Article 4.5
(a “Defaulting Term Loan Lender”), the Agent shall promptly provide written


70 




notice thereof to the Company and to
each other Term Loan Lender (each such other Term Loan Lender being referred to
in this Section as a “Non-Defaulting Term Loan Lender”). Each Non-Defaulting
Term Loan Lender shall have ten (10) Business Days from receipt of said notice
to exercise its option to agree to enter into an agreement pursuant to which the
Non-Defaulting Term Loan Lender shall assume the Defaulting Term Loan Lender’s
rights and obligations under this Agreement, its Notes and the other Loan
Documents. The Non-Defaulting Term Loan Lender shall exercise such option by
providing written notice of same to the Defaulting Term Loan Lender (and if
there is more than one Non-Defaulting Term Loan Lender, the assignment agreement
shall be entered into with the Non-Defaulting Term Loan Lender who first
notifies the Defaulting Term Loan Lender of its decision to exercise said
option) and to the Company. If no Non-Defaulting Term Loan Lender shall exercise
the above-described option within the said ten (10) Business Day period and if
the Company shall, subject to Section 13.8(c) hereof, within sixty (60) days of
delivering the notice described above, advise such Defaulting Term Loan Lender
of another bank or financial institution to which assignments are permitted
pursuant to Section 13.8(c) hereof and which is willing to assume such
Defaulting Term Loan Lender’s rights and obligations under this Agreement, its
Notes and the other Loan Documents (each such bank or financial institution
being hereinafter referred to as a “Potential Lender Financial Institution”),
such Defaulting Term Loan Lender shall, subject to Section 13.8(c), assign its
said rights and obligations to the Potential Lender Financial Institution;
provided however that any such assignment shall not alter the Company’s remedies
vis a vis the Defaulting Term Loan Lender. 

     4.6 Prime-based Advance in Absence of Election or Upon
Default. In the event Company shall fail with
respect to any Eurocurrency-based Advance of the Term Loan to timely exercise
their option to refund or convert such Advance in accordance with Section 4.4
hereof (and such Advance has not been paid in full on the last day of the
Eurocurrency-Interest Period applicable thereto according to the terms hereof),
or, if on the last day of the applicable Eurocurrency-Interest Period, a Default
or Event of Default shall exist, then, on the last day of the applicable
Eurocurrency-Interest Period, the principal amount of such Advance which has not
been prepaid shall be automatically converted to a Prime-based Advance and the
Agent shall thereafter promptly notify Company thereof. All accrued and unpaid
interest on any Advance converted to a Prime-based Advance under this Section
4.6 shall be due and payable in full on the date such Advance is converted.


     4.7
Interest Payments; Default
Interest. 

	      	(a)	      	Interest on the unpaid
      principal of all Prime-based Advances of the Term Loan from time to time
      outstanding shall accrue until paid at a per annum interest rate equal to
      the Prime-based Rate, and shall be payable in immediately available funds
      quarterly in arrears commencing on October 1, 2008 and on the first day of
      each calendar quarter thereafter. Whenever any payment under this Section
      4.7 shall become due on a day that is not a Business Day, the date for
      payment shall be extended to the next Business Day. Interest accruing at
      the Prime-based Rate shall be computed on the basis of a 360 day year and
      assessed for the actual number of days elapsed, and in such computation
      effect shall be given to any


71 





		 		change in the interest
      rate resulting from a change in the Prime-based Rate on the date of such
      change in the Prime-based Rate. 
		 
		(b)		Interest on the unpaid
      principal of each Eurocurrency-based Advance of the Term Loan having a
      related Eurocurrency-Interest Period of three (3) months or less shall
      accrue at its applicable Eurocurrency-based Rate and shall be payable in
      immediately available funds on the last day of the Eurocurrency-Interest
      Period applicable thereto. Interest shall be payable in immediately
      available funds on each Eurocurrency-based Advance of the Term Loan
      outstanding from time to time having a Eurocurrency-Interest Period of six
      (6) months or longer, at intervals of three (3) months after the first day
      of the applicable Eurocurrency-Interest Period, and shall also be payable
      on the last day of the Eurocurrency-Interest Period applicable thereto.
      Interest accruing at the Eurocurrency-based Rate shall be computed on the
      basis of a 360-day year and assessed for the actual number of days elapsed
      from the first day of the Eurocurrency-Interest Period applicable thereto
      to, but not including, the last day thereof.
	      	 	      	 
		(c)		Notwithstanding
      anything to the contrary in Section 4.7(a) or (b) hereof, all accrued and
      unpaid interest on any Term Loan Advance refunded or converted pursuant to
      Section 4.4 hereof shall be due and payable in full on the date such Term
      Loan Advance is refunded or converted.
		 
		(d)		In the case of any
      Event of Default under Section 9.1(j), immediately upon the occurrence
      thereof, and in the case of any other Event of Default, upon notice from
      the Required Term Loan Lenders, interest shall be payable on demand on the
      principal amount of all Term Loan Advances from time to time outstanding,
      as applicable, at a per annum rate equal to the Applicable Interest Rate
      in respect of each such Advance, plus, in the case of Eurocurrency-based
      Advances, three percent (3%) for the remainder of the then existing
      Eurocurrency-Interest Period, if any, and at all other such times and for
      all Prime-based Advances, at a per annum rate equal to the Prime-based
      Rate plus three percent (3%).
				 
		4.8 Optional Prepayment of Term Loan. 
				 
		(a)		Subject to clause (b)
      hereof, Company (at its option), may prepay all or any portion of the
      outstanding principal of any Term Loan Advance bearing interest at the
      Prime-based Rate at any time, and may prepay all or any portion of the
      outstanding principal of any Term Loan bearing interest at the
      Eurocurrency-based Rate upon three (3) Business Day’s notice to the Agent
      by wire, telecopy or by telephone (confirmed by wire or telecopy), with
      accrued interest on the principal being prepaid to the date of such
      prepayment. Any prepayment of a portion of the Term Loan as to which the
      Applicable Interest Rate is the Prime-based Rate shall be without premium
      or penalty and any prepayment of a portion of the Term Loan as to which
      the Applicable Interest Rate is the Eurocurrency-based Rate shall be
      subject to the provisions of Section 11.1, but otherwise without premium
      or penalty.


72 





		(b)		Each partial
      prepayment of the Term Loan shall be applied to all installments of the
      Term Loan due thereunder on a pro rata basis as follows: first to that
      portion of the Term Loan outstanding as a Prime-based Advance, second to
      that portion of the Term Loan outstanding as Eurocurrency-based Advances
      which have Eurocurrency-Interest Periods ending on the date of payment,
      and last to any remaining Advances of the Term Loan being carried at the
      Eurocurrency-based Rate.
	      	 	      	 
		(c)		All prepayments of the
      Term Loan shall be made to the Agent for distribution ratably to the
      applicable Term Loan Lenders in accordance with their respective Term Loan
      Percentages.
				 
		4.9 Mandatory Prepayment of Term
Loan.



		(a) 		Intentionally omitted.
      
				 
		(b)		Subject to clauses (e)
      and (f) hereof, immediately upon receipt by Company or any of its
      Subsidiaries of any Net Cash Proceeds from any Asset Sales which are in
      excess of $50,000,000 in aggregate amount in any calendar year (the
      “Excess Net Proceeds”), to the extent such Excess Net Proceeds are not
      Reinvested as described in the following sentence, Company shall prepay
      the Term Loan by an amount equal to one hundred percent (100%) of such Net
      Cash Proceeds provided, however that Company shall not be obligated to
      prepay the Term Loan with such Net Cash Proceeds if the following
      conditions are satisfied: (i) promptly following the sale, Company
      provides to Agent a certificate executed by a Authorized Officer of the
      Company (“Reinvestment Certificate”) stating (x) that the sale has
      occurred, (y) that no Default or Event of Default has occurred and is
      continuing either as of the date of the sale or as of the date of the
      Reinvestment Certificate, and (z) a description of the planned
      Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net
      Cash Proceeds is completed within the Reinvestment Period, and (iii) no
      Default or Event of Default has occurred and is continuing at the time of
      such Asset Sale and at the time of the application of such Net Cash
      Proceeds to Reinvestment. If any such proceeds have not been Reinvested at
      the end of the Reinvestment Period, Company shall promptly pay such
      proceeds to Agent, to be applied to prepay the Term Loan in accordance
      with clauses (e) and (f) hereof. 
	      	 	      	 
		(c)		Subject to clauses (e)
      and (f) hereof, immediately upon receipt by Company or any of its
      Subsidiaries of Net Cash Proceeds from (i) the issuance of any Equity
      Interests of such Person (other than Equity Interests under any stock
      option or employee incentive plans listed on Schedule 4.9(c) hereto (or
      any successor plans)), Company shall prepay the Term Loan by an amount
      equal to fifty percent (50%) of such Net Cash Proceeds and (ii) the
      issuance of any Debt by the Company or any of its Subsidiaries after the
      Restatement Date other than Debt permitted under Sections 8.4(a) through
      (g) and (i) through (k), Company shall prepay the Term Loan by an amount
      equal to fifty percent (50%) of such Net Cash Proceeds.
  


73 





		(d)		Intentionally
      omitted. 
		 
		(e)		Subject to clause (f)
      hereof, each mandatory prepayment under this Section 4.9 or any other
      mandatory or optional prepayment under this Agreement shall be in addition
      to any scheduled installments or optional prepayments made prior thereto
      and shall be subject to Section 11.1. Each mandatory prepayment shall be
      applied to installments of principal on the Term Loan on a pro rata
      basis.
	      	 	      	 
		(f)		To the extent that, on
      the date any mandatory prepayment of the Term Loan under this Section 4.9
      is due, the Indebtedness under the Term Loan or any other Indebtedness to
      be prepaid is being carried, in whole or in part, at the
      Eurocurrency-based Rate and no Default or Event of Default has occurred
      and is continuing, Company may deposit the amount of such mandatory
      prepayment in a cash collateral account to be held by the Agent, for and
      on behalf of the Lenders (which shall be an interest-bearing account), on
      such terms and conditions as are reasonably acceptable to Agent and upon
      such deposit, the obligation of each Company to make such mandatory
      prepayment shall be deemed satisfied. Subject to the terms and conditions
      of said cash collateral account, sums on deposit in said cash collateral
      account shall be applied (until exhausted) to reduce the principal balance
      of the Term Loan on the last day of each Eurocurrency-Interest Period
      attributable to the Eurocurrency-based Advances of the Term Loan, thereby
      avoiding breakage costs under Section 11.1.
				 
		4.10 Use of Proceeds. Advances of the
      Term Loan shall be used by Company solely to repay the New Convertible
      Subordinated Debt. 
				 
		4A.
      MARGIN ADJUSTMENTS. 
				 
		4A.1
      Margin Adjustments.
      



	      	(a)		Adjustments to the
      Applicable Margin and the Applicable Fee Percentages, based on Schedule
      4.1, shall be implemented on a quarterly basis as follows: such
      adjustments shall be given prospective effect only, effective as to all
      Advances outstanding hereunder and as to each Applicable Fee Percentage,
      upon the date of delivery of the financial statements under Sections
      7.3(b) and 7.3(c) hereunder, in each case establishing applicability of
      the appropriate adjustment, in each case with no retroactivity or
      claw-back.
		 	      	 
		(b)		From the Restatement
      Date until the required date of delivery (or if earlier, delivery) of the
      financial statements under Section 7.3(b) and (c) hereof, and the related
      Covenant Compliance Report for the fiscal quarter ending June 30, 2008,
      the Applicable Margins and Applicable Fee Percentages shall be those set
      forth under the Level I column of the pricing matrix attached to this
      Agreement as Schedule 4.1. Thereafter, the adjustments to the Applicable
      Margin and the Applicable Fee Percentages shall be as set forth
      above.
		 
		(c)		Notwithstanding the
      foregoing, however, if, as a result of any restatement of or adjustment to
      the financial statements of Company and any of its
  Subsidiaries


74 





	      	     	      	(relating to the
      current or any prior fiscal period) or for any other reason, Agent
      determines that the Applicable Margin and/or the Applicable Fee
      Percentages as calculated by Company as of any applicable date of
      determination were inaccurate in any respect and a proper calculation
      thereof would have resulted in different pricing for any fiscal period,
      then (x) if the proper calculation thereof would have resulted in higher
      pricing for any such period, Company and/or the Permitted Borrowers, as
      the case may be, shall automatically and retroactively be obligated to pay
      to Agent, promptly upon demand by Agent or the Required Lenders, an amount
      equal to the excess of the amount of interest and fees that should have
      been paid for such period over the amount of interest and fees actually
      paid for such period and, of the current fiscal period is affected
      thereby, the Applicable Margin and/or the Applicable Fee Percentages for
      the current period shall be adjusted based on such recalculation; and (y)
      if the proper calculation thereof would have resulted in lower pricing for
      such period, Agent and Lenders shall have no obligation to recalculate
      such interest or fees or to repay any interest or fees to Company or the
      Permitted Borrowers; provided, however, that if as a result of any such
      redetermination by Agent a proper calculation of the Applicable Margin
      and/or the Applicable Fee Percentages would have resulted in higher
      pricing for one or more periods and lower pricing for one or more periods,
      then the amount payable by Company and/or the Permitted Borrowers, as the
      case may be, pursuant to clause (x) of this sentence shall be based upon
      the excess, if any, of the amount of interest and fees that should have
      been paid for all applicable periods over the amount of interest and fees
      actually paid for all such periods and the Applicable Margin and provided,
      further, if the current fiscal period is affected by such inaccuracy, the
      Applicable Fee Percentages shall be adjusted for the current period.
      


     4A.2 Margins. 

     In the
event Company fails timely to deliver the financial statements required under
Sections 7.3(b) or 7.3(c), then from the date delivery of such financial
statements was required until such financial statements are delivered, the
Applicable Margin and Applicable Fee Percentages shall be at the highest level
on the Pricing Matrix attached to this Agreement as Schedule 4.1. 

     5. CONDITIONS. 

     The
obligations of Lenders to make Advances or to issue Letters of Credit, pursuant
to this Agreement are subject to the following conditions, provided however that
Sections 5.1 through 5.9 below shall only apply to the initial Advances or
Letters of Credit hereunder: 

     5.1 Execution of this Agreement and the other Loan Documents. Each Borrower shall have executed and delivered to Agent for
the account of each Lender, this Agreement (including all schedules, exhibits,
certificates, opinions, financial statements and other documents to be delivered
pursuant hereto), the Notes and the other Loan Documents, and this Agreement and
the other Loan Documents shall be in full force and effect. 

75 




     5.2 Corporate Authority. Agent shall have
received a secretary’s certificate including evidence of incumbency for each
Borrower and each Significant Subsidiary which is executing and delivering this
Agreement or a Loan Document in connection with this Agreement, which
secretary’s certificate shall include as exhibits thereto: (i) certified copies
of resolutions of the Board of Directors of the applicable Person evidencing
approval of the form of this Agreement and each of the other Loan Documents to
which such Person is a party and authorizing the execution and delivery thereof
and, if applicable, the borrowing of Advances and requesting of Letters of
Credit hereunder; (ii) (A) certified copies of such Person’s articles of
incorporation and bylaws or other constitutional documents certified as true and
complete as of a recent date by the appropriate official of the jurisdiction of
incorporation of each such entity (or, if unavailable in such jurisdiction, by a
responsible officer of such entity); and (B) a certificate of good standing from
the state or other jurisdictions of such Person’s incorporation, and from every
state or other jurisdiction in which such Person is qualified to do business, if
issued by such jurisdictions, subject to the limitations (as to qualification
and authorization to do business) contained in Section 6.1, hereof. 

     5.3 Collateral Documents and Guaranties.
Agent shall have received the following documents, fully executed by each Person
party thereto and in form and substance reasonably acceptable to Agent:


     (a)
the Domestic Guaranty; and 

     (b)
the Reaffirmation of the Domestic Pledge
Agreements. 

     5.4 Representations and Warranties — All Parties. The representations and warranties made by the Borrowers, each of the
Significant Subsidiaries or any other party to any of the Loan Documents under
this Agreement or any of the other Loan Documents (excluding Agent and Lenders),
and the representations and warranties of any of the foregoing which are
contained in any certificate, document or financial or other statement furnished
at any time hereunder or thereunder or in connection herewith or therewith shall
have been true and correct in all material respects when made and shall be true
and correct in all material respects on and as of the date of the making of the
initial Advance hereunder. 

     5.5 Compliance with Certain Documents and Agreements. The Borrowers and any of their respective Subsidiaries or
Affiliates shall have each performed and complied with all agreements and
conditions contained in this Agreement, the other Loan Documents, or any
agreement or other document executed hereunder or thereunder and required to be
performed or complied with by each of them (as of the applicable date) and none
of such parties shall be in default in the performance or compliance with any of
the terms or provisions hereof or thereof. 

     5.6 Opinion of Counsel. The Borrowers
shall have caused to be delivered the opinion of Kramer Levin, counsel to the
Borrowers and their Subsidiaries on the Restatement Date, and such other local
opinions of counsel to each of Borrowers and their Subsidiaries party to any
Loan Documents executed together with this Agreement within five (5) Business
Days of the Restatement Date, or such longer time period as to which the Agent
may agree in writing, such opinions to be substantially in the form of the
opinions of counsel previously delivered under the Prior Credit Agreement, with
such changes as shall be acceptable to Agent. 

76 




     5.7 Certificates. Agent shall have
received the following certificates, each in form and substance reasonably
acceptable to Agent: (a) a closing certificate of an Authorized Officer of each
Borrower dated the Restatement Date and evidencing, amongst other matters, that
the Borrowers have an excess availability under the Revolving Credit on the
Restatement Date of at least $50,000,000, and (b) a solvency certificate for
each of the Borrowers executed by such Borrower’s treasurer or chief financial
officer. 

     5.8 Payment of Fees. Company shall have
paid to Agent (for Agent’s sole accounts), Agent’s Fees and all costs and
expenses required hereunder, together with all closing fees as may be due to the
Lenders party hereto. 

     5.9 Other
Documents and Instruments. Agent shall have
received, with a photocopy for each Lender, such other instruments and documents
as the Required Lenders may reasonably request in writing in connection with the
making of Advances or the issuing of any Letters of Credit hereunder, and all
such instruments and documents shall be satisfactory in form and substance to
Agent and the Required Lenders. 

     5.10 Continuing Conditions. The obligations
of Lenders to make any of the Advances or loans or of Agent to issue any Letters
of Credit under this Agreement, including but not limited to the initial
Advances of the Revolving Credit or the Swing Line hereunder, shall be subject
to the following continuing conditions (in addition to any other conditions to
the making of such Advances or issuance of such Letters of Credit set forth in
this Agreement): 

		(a)		No Default or Event of
      Default shall have occurred and be continuing as of the making of the
      proposed Advance (both before and after giving effect
  thereto);
	     	 	      	 
		(b)		The representations
      and warranties contained in this Agreement and the other Loan Documents
      are true and correct in all material respects as of the making of the
      applicable Advance (except to the extent such representation or warranty
      relates to another date certain); and
		 
		(c)		There shall have been
      no material adverse change in the condition (financial or otherwise),
      properties, business, results or operations of Company and its
      Subsidiaries (taken as a whole) from December 31, 2007 (or any subsequent
      December 31st, if Agent determines, with the concurrence of the Required
      Lenders, based on Company’s financial statements for such subsequent
      fiscal year that no material adverse change has occurred during such year,
      such determination being made solely for purposes of determining the
      applicable date under this paragraph) to the date of the proposed Advance
      hereunder.


     6. REPRESENTATIONS AND WARRANTIES


     The
Borrowers represent and warrant and such representations and warranties as
applicable shall be deemed to be continuing representations and warranties
during the entire life of this Agreement: 

     6.1 Corporate Existence. Company and each
of the Significant Subsidiaries is duly organized and validly existing in good
standing under the laws of the applicable jurisdiction of 

77 




organization, charter or incorporation;
Company and each of the Significant Subsidiaries is duly qualified and
authorized to do business in each jurisdiction where the character of its assets
or the nature of its activities makes such qualification necessary, except where
such failure to qualify and be authorized to do business will not have a
material adverse impact on Company and its Subsidiaries, taken as a whole.


     6.2 Due
Authorization — Company. Execution, delivery
and performance of this Agreement, the other Loan Documents, and any other
documents and instruments required under or in connection with this Agreement,
and extensions of credit to Company are within its corporate or other
organizational powers, have been duly authorized, are not in contravention of
law or the terms of Company’s certificate of incorporation or bylaws or other
organic documents, and, except as have been previously obtained or as referred
to in Section 6.15, below, do not require the consent or approval, material to
the transactions contemplated by this Agreement, or the Loan Documents, of any
governmental body, agency or authority. 

     6.3 Due
Authorization — Significant Subsidiaries.
Execution, delivery and performance of this Agreement, the other Loan Documents,
and any other documents and instruments required under or in connection with
this Agreement by each of the Significant Subsidiaries, and extensions of credit
to Permitted Borrowers, are (or will be, on the applicable date of delivery of
such Loan Documents) within their respective corporate or other organizational
powers, have been (or will be, as aforesaid) duly authorized, are not (or will
not be, as aforesaid) in contravention of law or the terms of their articles of
incorporation or bylaws or other organic documents of the parties thereto, as
applicable, and, except as have been previously obtained (or as referred to in
Section 6.15, below), do not (or will not, as aforesaid) require the consent or
approval, material to the transactions contemplated by this Agreement, or the
other Loan Documents, of any governmental body, agency or authority. 

     6.4 Title
to Material Property. Each of Company and
each of the Significant Subsidiaries has good and valid title to the property
owned by it, which property (individually or in the aggregate) is material to
the business or operations of Company and its Subsidiaries, taken as a whole,
excluding imperfections in title not material to the ownership, use and/or
enjoyment of any such property. 

     6.5 Encumbrances. There are no security
interests in, Liens, mortgages or other encumbrances on and no financing
statements on file with respect to any property of Company or any of the
Subsidiaries, except for those Liens permitted under Section 8.5 hereof.


     6.6 Subsidiaries. As of the Restatement
Date, there are no directly or indirectly owned Subsidiaries of Company, except
for those Subsidiaries identified in Schedule 6.6, attached hereto, which
Schedule shall also set forth which Subsidiaries are Foreign Significant
Subsidiaries and Domestic Significant Subsidiaries as of the Restatement Date,
and as to such Foreign Significant Subsidiaries and Domestic Significant
Subsidiaries: (a) the jurisdiction of their formation, (b) their issued and
outstanding Equity Interests, (c) the holders of such Equity Interests, (d) any
applicable tax identification or corporate identification number and (e) the
address of such Significant Subsidiary’s chief executive office. 

78 




     6.7 Taxes. Company and its Subsidiaries
each has filed on or before their respective due dates, all federal, state and
foreign tax returns which are required to be filed or has obtained extensions
for filing such tax returns and is not delinquent in filing such returns in
accordance with such extensions and has paid all taxes which have become due
pursuant to those returns or pursuant to any assessments received by any such
party, as the case may be, to the extent such taxes have become due, except (a)
where the failure to file tax returns or pay taxes shall not have a material
adverse effect on Company and its Subsidiaries taken as a whole, or (b) to the
extent such tax payments are being actively contested in good faith by
appropriate proceedings and with respect to which adequate provision has been
made on the books of Company or its Subsidiaries, as applicable, as may be
required by GAAP. 

     6.8 No
Defaults. There exists no default under the
provisions of any instrument evidencing any permitted Debt of Company or its
Subsidiaries or connected with the Liens permitted under Section 8.5 of this
Agreement, or of any agreement relating thereto, except where such default would
not have a material adverse effect on Company and its Subsidiaries taken as a
whole and would not violate this Agreement or any of the other Loan Documents
according to the terms thereof. 

     6.9 Compliance with Laws. (a) Company and
its Significant Subsidiaries each has complied with all applicable laws,
including without limitation, Hazardous Material Laws, to the extent that
failure to comply therewith would materially interfere with the conduct of the
business of Company or any of its Subsidiaries taken as a whole, or would have a
material adverse effect upon Company or any of its Subsidiaries taken as a
whole, or upon any property (whether personal or real) owned by any of them and
(b) neither the extension of credit made pursuant to this Agreement or the use
of the proceeds thereof by Company or any of its Subsidiaries will violate the
Trading with the Enemy Act, as amended, or any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating
thereto, or The United and Strengthening America by providing appropriate Tools
Required to Intercept and Obstruct Terrorism (“USA Patriot Act”) Act of 2001,
Public Law 10756, October 26, 2001 or Executive Order 13224 of September 23,
2001 issued by the President of the United States (66 Fed. Reg. 49049 (2001)).


     6.10
Enforceability of Agreement and Loan
Documents.


		(a)		This Agreement and
      each of the other Loan Documents to which Company is a party, including
      without limitation, all other certificates, agreements and documents
      executed and delivered by Company under or in connection herewith or
      therewith have each been duly executed and delivered by duly Authorized
      Officers of Company and constitute the valid and binding obligations of
      Company, enforceable in accordance with their respective terms, except as
      enforcement thereof may be limited by applicable bankruptcy,
      reorganization, insolvency, moratorium or similar laws affecting the
      enforcement of creditor’s rights generally and by general principles of
      equity (whether enforcement is sought in a proceeding in equity or at
      law). 
	     	 	      	 
		(b)		This Agreement and
      each of the other Loan Documents to which any of the Subsidiaries is a
      party, and all certificates, documents and agreements executed in
      connection herewith or therewith by the Subsidiaries have each been duly
      executed and 



79 





	     	       	     	delivered by duly
      Authorized Officers of the applicable Subsidiary and constitute the valid
      and binding obligations of the Subsidiaries, enforceable in accordance
      with their respective terms, except as enforcement thereof may be limited
      by applicable bankruptcy, reorganization, insolvency, moratorium or
      similar laws affecting the enforcement of creditors’ rights generally and
      by general principles of equity (whether enforcement is sought in a
      proceeding in equity or at law). 


     6.11 Non-contravention — Company. The
execution, delivery and performance of this Agreement and the other Loan
Documents and any other documents and instruments required under or in
connection with this Agreement by Company are not in contravention of the terms
of any indenture, material agreement or material undertaking to which Company is
a party or by which it or its properties are bound or affected, except to the
extent such terms have been waived or are not material to the transactions
contemplated by this Agreement and the other Loan Documents or to the financial
performance of Company and its Subsidiaries, taken as a whole. 

     6.12 Non-contravention — Other Parties. The
execution, delivery and performance of this Agreement, those other Loan
Documents signed by any of the Subsidiaries, and any other documents and
instruments required under or in connection with this Agreement signed by any of
the Subsidiaries are not in contravention of the terms of any indenture,
material agreement or material undertaking to which any of the Subsidiaries is a
party or by which it or its properties are bound or affected, except to the
extent such terms have been waived or are not material to the transactions
contemplated by this Agreement and the other Loan Documents or to the financial
performance of Company and its Subsidiaries, taken as a whole. 

     6.13 No
Litigation — Company. There is no suit,
action, proceeding, including, without limitation, any bankruptcy proceeding, or
governmental investigation pending against or, to the best knowledge of Company,
threatened or otherwise affecting Company (other than any suit, action or
proceeding in which Company is the plaintiff and in which no counterclaim or
cross-claim against Company has been filed), nor has Company or any of its
officers or directors been subject to any suit, action, proceeding or
governmental investigation as a result of which any such officer or director is
or may be entitled to indemnification by Company, except as otherwise disclosed
in Schedule 6.13 attached hereto and except for miscellaneous suits, actions and
proceedings which (i) do not have a reasonable likelihood of being adversely
determined or (ii) have a reasonable likelihood of being adversely determined
but, if resolved adversely to Company would not in the aggregate have a material
adverse effect on Company and its Subsidiaries, taken as a whole. Except as so
disclosed, there is not outstanding against Company any judgment, decree,
injunction, rule, or order of any court, government, department, commission,
agency, instrumentality or arbitrator, nor, to the best knowledge of Company, is
Company in violation of any applicable law, regulation, ordinance, order,
injunction, decree or requirement of any governmental body or court where such
judgment, decree, injunction, rule, order or violation would have a material
adverse effect on Company and its Subsidiaries, taken as a whole. 

     6.14 No
Litigation — Other Parties. There is no suit,
action, proceeding (other than any suit, action or proceeding in which any such
party is the plaintiff and in which no counterclaim or cross-claim against any
such party has been filed), including, without limitation, any bankruptcy
proceeding, or governmental investigation pending against or, to the best


80 




knowledge of Company, threatened or
otherwise affecting any of the Subsidiaries nor has any such party or any of its
officers or directors been subject to any suit, action, proceeding or
governmental investigation as a result of which any such officer or director is
or may be entitled to indemnification by such party, except as otherwise
disclosed in Schedule 6.14 attached hereto and except for miscellaneous suits,
actions and proceedings which (i) do not have a reasonable likelihood of being
adversely determined, or (ii) have a reasonable likelihood of being adversely
determined but, if resolved adversely to such party, would not in the aggregate
have a material adverse effect on Company and its Subsidiaries, taken as a
whole. Except as so disclosed, there is not outstanding against any such party
any judgment, decree, injunction, rule, or order of any court, government,
department, commission, agency, instrumentality or arbitrator nor, to the best
knowledge of Company, is any such party in violation of any applicable law,
regulation, ordinance, order, injunction, decree or requirement of any
governmental body or court where such judgment, decree, injunction, rule or
order or violation would have a material adverse effect on Company and its
Subsidiaries, taken as a whole. 

     6.15 Consents, Approvals and Filings, Etc.
Except as have been previously obtained, no authorization, consent, approval,
license, qualification or formal exemption from, nor any filing, declaration or
registration with, any court, governmental agency or regulatory authority or any
securities exchange or any other person or party (whether or not governmental)
is required in connection with the execution, delivery and performance: (i) by
Company, of this Agreement, any of the other Loan Documents to which it is a
party, or any other documents or instruments to be executed and/or delivered by
Company in connection therewith or herewith; (ii) by each of the Subsidiaries,
of this Agreement, the other Loan Documents to which it is a party or any other
documents or instruments to be executed and/or delivered by the Subsidiaries in
connection therewith or herewith; and (iii) by Company or any of its
Subsidiaries, of the Liens, pledges, mortgages, security interests or other
encumbrances granted, conveyed or otherwise established (or to be granted,
conveyed or otherwise established) by or under this Agreement or other Loan
Documents, except for such filings to be made concurrently herewith as are
required by the Collateral Documents to perfect Liens in favor of Agent and
Lenders. All such authorizations, consents, approvals, licenses, qualifications,
exemptions, filings, declarations and registrations which have previously been
obtained or made, as the case may be, are in full force and effect and are not
the subject of any attack, or to the knowledge of Company, threatened attack (in
any material respect) by appeal or direct proceeding or otherwise. 

     6.16 Agreements Affecting Financial Condition. Neither Company, nor any of its Subsidiaries is, as of the Restatement
Date, party to any agreement or instrument or subject to any charter or other
corporate restriction which materially adversely affects the financial condition
or operations of Company and its Subsidiaries, taken as a whole. 

     6.17 No
Investment Company; No Margin Stock. Neither
Company, nor any of its Subsidiaries is engaged principally, or as one of its
important activities, directly or indirectly, in the business of extending
credit for the purpose of purchasing or carrying margin stock. None of the
Letters of Credit and none of the proceeds of any of the Advances will be used
by Company or any of the Subsidiaries to purchase or carry margin stock or will
be made available by Company or any of the Subsidiaries in any manner to any
other Person to enable or assist such Person in purchasing or carrying margin
stock. Terms for which meanings are provided in Regulation U of the Board of
Governors of the Federal Reserve System or any regulations 

81 




substituted therefor, as from time to
time in effect, are used in this paragraph with such meanings. Neither Company,
nor any of its Subsidiaries is an “investment company” within the meaning of the
Investment Company Act of 1940, as amended. 

     6.18 ERISA. Neither a Reportable Event
which is material to Company and its Subsidiaries, taken as a whole, nor an
Accumulated Funding Deficiency (herein as defined in Section 412 of the Internal
Revenue Code or Section 302 of ERISA) has occurred during the five-year period
prior to the date on which this representation is made or deemed made with
respect to any Pension Plan. Each Pension Plan has complied in all material
respects with the applicable provisions of ERISA and the Internal Revenue Code
and any applicable regulations thereof (and, if applicable, any comparable
foreign law provisions), except to the extent that any noncompliance,
individually or in the aggregate, would not have a material adverse effect upon
Company and its Subsidiaries, taken as a whole. No termination of a Pension Plan
has occurred, and no Lien in favor of the PBGC or a Pension Plan has arisen,
during such five-year period. Neither Company nor any ERISA Affiliate has had a
complete or partial withdrawal from any Multiemployer Plan within the five year
period prior to the date of this Agreement, nor does Company or any ERISA
Affiliate presently intend to completely or partially withdraw from any
Multiemployer Plan. To the best of Company’s knowledge, no such Multiemployer
Plan is in bankruptcy or reorganization or insolvent. There is no pending or, to
the best of Company’s knowledge, threatened litigation or investigation
questioning the form or operation of any Pension Plan, nor, to the best of
Company’s knowledge, is there any basis for any such litigation or investigation
which if adversely determined could have a material adverse effect upon Company
and its Subsidiaries, taken as a whole, as of the valuation date most closely
preceding the date of this Agreement. 

     6.19 Environmental Matters and Safety Matters. Except as set forth on Schedule 6.19: 

		(a) 		Company and each
      Subsidiary is in compliance with all federal, state, provincial and local
      laws, ordinances and regulations relating to safety and industrial hygiene
      or the environment, including without limitation all applicable Hazardous
      Materials Laws in jurisdictions in which Company or any such Subsidiary
      owns or operates, a facility or site, or arranges for disposal or
      treatment of Hazardous Materials, solid waste, or other wastes, accepts
      for transport any Hazardous Materials, solid wastes or other wastes or
      holds any interest in real property or otherwise, except for matters
      which, individually or in the aggregate, would not have a material adverse
      effect upon the financial condition or business of Company and its
      Subsidiaries, taken as a whole. 
				 
		(b)		All federal, state,
      provincial, local and foreign permits, licenses and authorizations
      required for present or (to the best of Company’s knowledge) past use of
      the facilities and other properties or activities of Company and each
      Subsidiary have been obtained, are presently in effect, and there is and
      has been full compliance with all such permits, licenses or
      authorizations, except, in all cases, where the failure to comply with the
      foregoing would not have a material adverse effect on Company and its
      Subsidiaries taken as a whole.
	      	 	      	 
		(c)		No written demand,
      claim, notice, suit (in law or equity), action, administrative action,
      investigation or inquiry (including, without limitation, the listing of
      any property by any domestic or foreign governmental entity which
      identifies sites for


82 





		 		remedial, clean-up or
      investigatory action) whether brought by any governmental authority,
      private person or entity or otherwise, arising under, relating to or in
      connection with any applicable Hazardous Materials Laws is pending or, to
      the best of Company’s knowledge, threatened against Company or any of its
      Subsidiaries in connection with any real property in which Company or any
      such Subsidiary holds or, to the best of Company’s knowledge, has held an
      interest or any present or, to the best of Company’s knowledge, past
      operation of Company or any such Subsidiary, except for such matters
      which, individually or in the aggregate, would not have a material adverse
      effect on the financial condition or business of Company and its
      Subsidiaries, taken as a whole.
		 
	      	(d)		Neither Company nor
      any of its Subsidiaries whether with respect to present or, to the best of
      Company’s knowledge, past operations or properties, (i) is, to the best of
      Company’s knowledge, the subject of any federal or state investigation
      evaluating whether any remedial action is needed to respond to a release
      of any Hazardous Materials into the environment, (ii) has received any
      written notice of any Hazardous Materials in, or upon any of its
      properties in violation of any applicable Hazardous Materials Laws, or
      (iii) knows of any basis for any such investigation or notice under, or
      the existence of a violation of, Hazardous Materials Laws except for such
      matters which, individually or in the aggregate, could not reasonably be
      expected to have a material adverse effect on the financial condition or
      business of Company and its Subsidiaries, taken as a whole.
		 	      	 
		(e)		To the best knowledge
      of Company or any of its Subsidiaries, no release, threatened release or
      disposal of Hazardous Materials, solid waste or other wastes is occurring
      or has occurred on, under or to any real property in which Company or any
      of its Subsidiaries holds any interest or performs any of its operations,
      in violation of any applicable Hazardous Materials Laws, except for any
      such matters which, individually or in the aggregate, could not reasonably
      be expected to have a material adverse effect on the financial condition
      or business of Company and its Subsidiaries, taken as a
  whole.


     6.20 Accuracy of Information. Each of
Company’s audited or unaudited financial statements furnished to Agent and
Lenders by Company prior to the date of this Agreement, is complete and correct
in all material respects and fairly presents the financial condition of Company
and its Subsidiaries, taken as a whole, and the results of their operations for
the periods covered thereby; any projections of operations for future years
previously furnished by Company to Agent or Lenders have been prepared as
Company’s good faith estimate of such future operations, taking into account all
relevant facts and matters known to Company; since December 31, 2007 there has
been no material adverse change in the financial condition of Company or its
Subsidiaries, taken as a whole; neither Company, nor any of its Subsidiaries has
any contingent obligations (including any liability for taxes) not disclosed by
or reserved against in the December 31, 2007 balance sheet which is likely to
have a material adverse effect on Company and its Subsidiaries, taken as a
whole. 

83 




     7. AFFIRMATIVE COVENANTS


     Each of
the Borrowers covenants and agrees that it will, and, as applicable, it will
cause its Subsidiaries (excluding any Special Purpose Subsidiaries) to, so long
as any of the Lenders are committed to make any Advances or issue any Letters of
Credit under this Agreement and thereafter so long as any Indebtedness remains
outstanding under this Agreement: 

     7.1
Preservation of Existence,
Etc. 

     Except as
otherwise specifically permitted hereunder, preserve and maintain its corporate
existence and such of its rights, licenses, and privileges as are material to
the business and operations conducted by it; and qualify and remain qualified to
do business in each jurisdiction in which such qualification is material to the
business and operations or ownership of properties, in each case of Company and
its Subsidiaries, taken as a whole. 

     7.2 Keeping of Books. Keep proper books of
record and account in which full and correct entries shall be made of all of its
financial transactions and its assets and businesses so as to permit the
presentation of the Consolidated financial statements of Company prepared in
accordance with GAAP. 

     7.3
Reporting Requirements. Furnish Agent with copies for each Lender: 

		(a)		as soon as possible,
      and in any event within five (5) calendar days after becoming aware of the
      occurrence of each Default or Event of Default, a written statement of the
      chief financial officer of Company (or in his/her absence, another
      Authorized Officer of Company) setting forth details of such Event of
      Default or event and the action which Company has taken or has caused to
      be taken or proposes to take or cause to be taken with respect
      thereto;
	      	 	      	 
		(b)		as soon as available,
      and in any event within one hundred twenty (120) days after and as of the
      end of each of Company’s fiscal years, a detailed Consolidated audit
      report of Company certified by independent certified public accountants
      satisfactory to Lenders together with an unaudited Consolidating report of
      Company and its Subsidiaries certified by the chief financial officer of
      Company (or in his/her absence, another Authorized Officer of Company) as
      to consistency (with prior financial reports and accounting periods),
      accuracy and fairness of presentation, and a Covenant Compliance
      Report;
		 
		(c)		as soon as available,
      and in any event within sixty (60) days after and as of the end of each of
      the first three quarters of each year, a Consolidated and Consolidating
      balance sheet and a statement of profit and loss and surplus
      reconciliation of Company and its Subsidiaries certified by the chief
      financial officer of Company (or in his/her absence, another Authorized
      Officer of Company) as to consistency (with prior financial reports and
      accounting periods), accuracy and fairness of presentation, and a Covenant
      Compliance Report.
		 
		(d)		as soon as possible,
      and in any event within five (5) calendar days after becoming aware (i) of
      any material adverse change in the financial condition of
    Company,


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		 		any of its Significant
      Subsidiaries or any of the Permitted Borrowers, a certificate of the chief
      financial officer of Company (or in his/her absence, another Authorized
      Officer of Company) setting forth the details of such change or (ii) of
      the taking by the Internal Revenue Service or any foreign taxing
      jurisdiction of a tax position (verbal or written) which could reasonably
      be expected to have a material adverse effect upon Company or any of its
      Significant Subsidiaries (or any such tax position taken by Company or any
      of its Subsidiaries) setting forth the details of such position and the
      financial impact thereof;
	      	 	      	 
		(e)		(i) as soon as
      available, Company’s 8-K, 10-Q and 10-K Reports filed with the federal
      Securities and Exchange Commission (or notification that the same have
      been filed, and are generally available, on EDGAR), and in any event, with
      respect to the 10-Q Report, within sixty (60) days of the end of each of
      Company’s fiscal quarters, and with respect to the 10-K Report, within one
      hundred twenty (120) days after the end of each of Company’s fiscal years;
      and (ii) as soon as available, copies of all filings, reports or other
      documents filed by Company or any of its Subsidiaries with the federal
      Securities and Exchange Commission or, as Agent may reasonably request,
      other federal regulatory or taxing agencies or authorities in the United
      States, or comparable agencies or authorities in any jurisdiction in which
      Company or any of its Subsidiaries does business, or any stock exchanges
      in such jurisdictions;
		 
		(f)		promptly as issued,
      all press releases, notices to shareholders and all other material
      communications transmitted by Company or any of its Subsidiaries to
      Company’s stockholders generally, and promptly following a Permitted
      Securitization, copies of the principal transaction documents relating to
      such Permitted Securitization;
		 
		(g)		together with the
      financial statements delivered pursuant to Section 7.3(b) hereof, annual
      financial projections for Company and its Significant Subsidiaries
      covering the period at least through Revolving Credit Maturity Date then
      in effect and otherwise in form and content reasonably acceptable to Agent
      and Lenders;
		 
		(h)		intentionally
      omitted; 
		 
		(i)		promptly, and in form
      reasonably satisfactory to Agent and the requesting Lender or Lenders,
      such other information as Agent or any of the Lenders (acting through
      Agent) may request from time to time.


     7.4 Tangible Net Worth. Maintain, on a
Consolidated basis, as of the last day of each fiscal quarter, beginning with
the fiscal quarter ending December 31, 2006, Tangible Net Worth in an amount not
less than One Billion Dollars ($1,000,000,000), plus the sum of the Net Income
Adjustment and the Equity Offering Adjustment. 

     7.5 Leverage Ratio. Maintain, as of the
last day of each fiscal quarter, a Leverage Ratio of not more than 3.50 to 1.00.


85 




     7.6 Fixed Charge Coverage Ratio. Maintain,
as of the last day of each fiscal quarter, a Fixed Charge Coverage Ratio of not
less than 2.50 to 1.00. 

     7.6A
Senior Debt Ratio. Maintain, as of the last day of each fiscal quarter ending during the
periods specified below, for the four fiscal quarters then ending, a ratio of
Senior Debt to Consolidated EBITDA of not more than 2.00 to 1.00. 

     7.7 Inspections. Permit Agent and each
Lender, through their authorized attorneys, accountants and representatives to
examine Company’s and each of the Subsidiaries’ books, accounts, records,
ledgers and assets and properties of every kind and description wherever located
at all reasonable times during normal business hours, upon oral or written
request of Agent; and permit Agent and each Lender or their authorized
representatives, at reasonable times and intervals, to visit all of its offices,
discuss its financial matters with its officers and independent certified public
accountants, and by this provision Company authorizes such accountants to
discuss the finances and affairs of Company and its Subsidiaries (provided that
Company is given an opportunity to participate in such discussions) and examine
any of its or their books and other corporate records. An examination of the
records or properties of Company or any of its Subsidiaries may require
revealment of proprietary and/or confidential data and information, and Agent
and each of Lenders agrees upon request of the inspected party to execute a
confidentiality agreement (reasonably satisfactory to Agent or the inspecting
Lender, as the case may be, and such party) on behalf of Agent or such
inspecting Lender and all parties making such inspections or examinations under
its authorization; provided however that such confidentiality agreement shall
not prohibit Agent from revealing such information to Lenders or prohibit the
inspecting Lender from revealing such information to Agent or another Lender, in
each case, so long as the Agent and/or Lender receiving such information has, at
the request of the inspected party, executed a confidentiality agreement as
described above.

     7.8 Taxes. Pay and discharge all taxes and
other governmental charges, and all material contractual obligations calling for
the payment of money, before the same shall become overdue, unless and to the
extent only that such payment is being contested in good faith by appropriate
proceedings and is adequately reserved for, as may be required by GAAP on its
books, or where the failure to pay any such matter would not have a material
adverse effect on Company and its Subsidiaries, taken as a whole. 

     7.9 Further Assurances and Information.
(a) Execute and deliver or cause to be executed and delivered within a
reasonable time following Agent’s request, and at Company’s expense, such other
documents or instruments as Agent may reasonably require to effectuate more
fully the purposes of this Agreement or the other Loan Documents, and (b)
provide the Agent and the Lenders with any other information required by Section
326 of the USA Patriot Act or necessary for the Agent and the Lenders to verify
the identity of any Borrower or any of their respective Subsidiaries as required
by Section 326 of the USA Patriot Act. 

     7.10 Insurance. Maintain insurance coverage
on its physical assets and against other business risks in such amounts and of
such types as are customarily carried by companies similar in size and nature,
and in the event of acquisition of additional property, real or personal, or of
occurrence of additional risks of any nature, increase such insurance coverage
in such manner and to such extent as prudent business judgment and then current
practice would dictate. Upon 

86 




the request of Agent or any Lender,
certificates evidencing such policies shall be delivered to Agent or such
Lender, as the case may be. 

     7.11 Indemnification. With respect to the
Company and the Domestic Permitted Borrowers, indemnify and save each Agent and
Lenders harmless from all reasonable loss, cost, damage, liability or expenses,
including reasonable attorneys’ fees and disbursements, incurred by Agent and
Lenders by reason of an Event of Default or enforcing the obligations of the
Borrowers under this Agreement, or the Borrowers or any of their Subsidiaries
under the other Loan Documents, or in the prosecution or defense of any action
or proceeding concerning any matter growing out of or connected with this
Agreement, or any of the other Loan Documents or any mortgage, stock pledge or
security agreement released by Agent or Lenders from time to time hereunder, or
relating in any way to the imposition (or attempted imposition) on Agent or
Lenders (or any of them) of any liability for the violation of or non-compliance
(or purported violation or non-compliance) with Hazardous Material Laws, other
than in any case resulting from the gross negligence or willful misconduct of
Agent or Lenders; and, with respect to each of the Foreign Permitted Borrowers,
indemnify and save each Agent and Lenders harmless from all reasonable loss,
cost, damage, liability or expenses, including reasonable attorneys’ fees and
disbursements, incurred by Agent and Lenders with respect to a Foreign Permitted
Borrower by reason of an Event of Default or enforcing the obligations of the
Foreign Permitted Borrowers under this Agreement, or the other Loan Documents or
in the prosecution or defense of any action or proceeding concerning any matter
growing out of or connected with this Agreement, or any of the other Loan
Documents or any mortgage, stock pledge or security agreement released by Agent
or Lenders from time to time hereunder, or relating in any way to the imposition
(or attempted imposition) on Agent or Lenders (or any of them) of any liability
for the violation of or non-compliance (or purported violation or
non-compliance) with Hazardous Material Laws, other than in any case resulting
from the gross negligence or willful misconduct of Agent or Lenders. 

     7.12 Governmental and Other Approvals.
Apply for, obtain and/or maintain in effect, as applicable, all material
authorizations, consents, approvals, licenses, qualifications, exemptions,
filings, declarations and registrations (whether with any court, governmental
agency, regulatory authority, securities exchange or otherwise) which are
necessary in connection with the execution, delivery and performance by each of
Company and its Subsidiaries of this Agreement, the other Loan Documents or any
other documents or instruments to be executed and/or delivered to which such
Persons are party. 

     7.13 Compliance with Contractual Obligations and Laws. Comply in all material respects with all Contractual
Obligations, and with all applicable laws, rules, regulations and orders of any
governmental authority, whether federal, state, local or foreign (including
without limitation Hazardous Materials Laws), in effect from time to time,
except to the extent that failure to comply therewith could not reasonably be
expected to have, individually or in the aggregate, a material adverse effect on
the business, operations, property or financial or other condition of the
Borrowers and their respective Subsidiaries, taken as a whole, and could not
reasonably be expected to materially adversely affect the ability of Company or
any of the Significant Subsidiaries to perform their respective obligations
under any of the Loan Documents to which they are a party. 

87 




     7.14 ERISA. Comply in all material respects
with all requirements imposed by ERISA as presently in effect or hereafter
promulgated or the Internal Revenue Code (or comparable laws in applicable
jurisdictions outside the United States of America relating to foreign pension
plans) and promptly notify Lenders upon the occurrence of any of the following
events: 

	     	(a)	the termination of any Pension
      Plan pursuant to Subtitle C of Title IV of ERISA or otherwise (other than
      any defined contribution plan not subject to Section 412 of the Code and
      any Multiemployer Plan) which could reasonably be expected to have a
      material adverse effect upon the Company and its Subsidiaries, taken as a
      whole;
		          	
		(b)	the appointment of a trustee by a
      United States District Court to administer any Pension Plan pursuant to
      ERISA;
		 
		(c)	the commencement by the PBGC, or
      any successor thereto, of any proceeding to terminate any Pension
      Plan;
		 
		(d)	the failure of Company or any
      ERISA Affiliate to make any payment in respect of any Pension Plan
      required under Section 412 of the Internal Revenue Code;
		 
		(e)	the withdrawal of Company or any
      ERISA Affiliate from any Multiemployer Plan which could reasonably be
      expected to have a material adverse effect upon Company and its
      Subsidiaries, taken as a whole;
		 
		(f)	the occurrence of an Accumulated
      Funding Deficiency or a Reportable Event; or
		 
		(g)	the occurrence of a Prohibited
      Transaction which could reasonably be expected to have a material adverse
      effect upon Company and its Subsidiaries, taken as a
  whole.


     7.15 Environmental Matters. 

	     	(a)
          	(i) Not permit any of its
      property (whether real or personal, or any portion thereof) to be involved
      in the use, generation, manufacture, storage, disposal or transportation
      of Hazardous Material, except in compliance with Hazardous Material Laws,
      and (ii) keep and maintain all of its other property (whether real or
      personal, and any portion thereof) in compliance with, and shall not cause
      or permit any activity at or condition of the Collateral, or any of its
      other property (whether real or personal, or any portion thereof) to be in
      violation of any Hazardous Material Laws, unless the failure to comply
      therewith or violation thereof could not reasonably be expected to have a
      material adverse effect on Company and its Subsidiaries, taken as a
      whole.
		 
		(b)	Promptly notify Agent in writing
      of: (i) any and all enforcement, cleanup, removal or other governmental or
      regulatory actions instituted or completed pursuant to any applicable
      Hazardous Material Laws which could reasonably be expected to have a
      material adverse effect on Company and its Subsidiaries, taken as a whole;
      (ii) any and all claims made by any Person against Company, any
    of


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	     		its Subsidiaries, or the
      Permitted Borrowers, or any of its other property (whether real or
      personal, or any portion thereof) relating to damage, contribution, cost
      recovery, compensation, loss or injury resulting from any Hazardous
      Material which could reasonably be expected to have a material adverse
      effect on Company and its Subsidiaries, taken as a whole; and (iii)
      Company’s or any of its Subsidiaries’ discovery of any occurrence or
      condition on any real property or fixtures constituting a part of,
      adjoining or in the vicinity of any of Company’s or its Subsidiaries’
      property that could cause any such property (or any part thereof) to be
      subject to any material restrictions on the ownership, occupancy,
      transferability or use thereof under any Hazardous Material Laws, which
      restrictions could reasonably be expected to have a material adverse
      effect on Company and its Subsidiaries, taken as a whole. Agent, on behalf
      of Lenders, shall have the right to join and participate in, as a party if
      it or they so elect, any legal proceedings or actions initiated in
      connection with any of the matters described in subparagraphs (b) (i) or
      (b) (ii), above, and Company agrees to pay Agent’s reasonable attorneys
      fees in connection therewith.
		 
		(c)
          	Take any remedial action as may
      be required under applicable law in response to the presence of any
      Hazardous Material on, under, or about any of its property (whether real
      or personal, or any part thereof), if the failure to take such action
      could reasonably be expected to have a material adverse effect upon the
      Company and its Significant Subsidiaries, taken as a whole, and, pursuant
      thereto, may enter into settlement agreements, consent decrees, or other
      compromises in respect of any of the matters described in subparagraphs
      (b) (i) through (iii), above, provided that, in each case, Company has
      given Lenders not less than thirty (30) days prior written notice of the
      remedial action required by this clause (c), except, however, in the event
      remedial action is necessary on an emergency basis or is required by any
      governmental authority with jurisdiction over Company or its Subsidiaries,
      in which case Company shall provide Lenders with reasonable notice
      promptly thereafter.
		 
		(d)	Agent may retain (on its own
      behalf and on behalf of Lenders, but at Company’s sole expense) such
      Environmental Auditors as reasonably necessary to evaluate and/or confirm
      Company’s environmental responses, reports or other matters, including
      Company’s compliance with Hazardous Material Laws generally, under this
      Section 7.15, or elsewhere herein.


     7.16 Significant Subsidiaries. 

		(a)	Equity
      Interests.
	     	 
		          	(i)
          	With respect to the Equity
      Interests of each Significant Foreign Subsidiary listed on Schedule
      7.16(a)(i) hereto which remains a Significant Foreign Subsidiary on the
      applicable execution date thereof, within 270 days of the Restatement Date
      (or such longer time period as Agent may consent to), execute and deliver
      or cause to be executed, and delivered to Agent a Pledge Agreement
      encumbering such Equity Interests with a first
  priority


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	     	          	 	Lien over (i) approximately 65%
      of the Equity Interests of each such Significant Foreign Subsidiary, but
      only with respect to, and only to the extent of, Equity Interests directly
      owned by Company and/or one or more of the Domestic Subsidiaries, to
      secure the Indebtedness of Company and the Domestic Permitted Borrowers;
      and (ii) 100% of the Equity Interests of such Significant Foreign
      Subsidiary to the extent owned directly or indirectly by Company solely to
      secure the Indebtedness of the Foreign Permitted Borrowers;
			 
			(ii)
          	With respect to the Equity
      Interests of each Person which is a Significant Foreign Subsidiary on the
      Restatement Date, which has previously executed and delivered a Pledge
      Agreement and which remains a Significant Foreign Subsidiary on the
      applicable execution date thereof, within 270 days of the Restatement Date
      (or such longer time period as Agent may consent to) execute and deliver
      or cause to be executed and delivered to Agent such reaffirmations,
      amendments and/or amendments and restatements which may be reasonably
      necessary to ensure the continuing validity and enforceability of such
      Pledge Agreement; provided that to the extent such Pledge Agreements
      secure the Indebtedness of the Company and its Domestic Subsidiaries, the
      related Lien established by such Pledge Agreements shall be limited to 65%
      of the Equity Interests of each such Significant Foreign Subsidiary that
      is owned directly by the Company and/or one or more of the Domestic
      Subsidiaries;
			 
			(iii)	With respect to the Equity
      Interests of each Person (a) which becomes a Significant Foreign
      Subsidiary subsequent to the Restatement Date, within 270 days (or such
      longer period of time as Agent may consent to) of the date such Person
      becomes a Significant Foreign Subsidiary or (b) over which a pledge for
      the benefit of Lenders was granted, and then released in order to
      effectuate any reorganization, merger or transfer of Equity Interests
      otherwise permitted under this Agreement, within 270 days (or such longer
      period of time as Agent may consent to) of the date of the release of such
      pledge, and provided that each such Significant Foreign Subsidiary remains
      a Significant Foreign Subsidiary on the applicable execution date, in each
      case, Company shall execute and deliver, or cause to be executed and
      delivered to Agent a Pledge Agreement encumbering with a first priority
      Lien: (i) approximately 65% of the Equity Interests of each such
      Significant Foreign Subsidiary, but only with respect to, and only to the
      extent of, Equity Interests that are directly owned by Company and/or one
      or more Domestic Subsidiaries, to secure the Indebtedness of Company and
      the Domestic Permitted Borrowers; and (ii) 100% of the Equity Interests of
      each such Significant Foreign Subsidiary to the extent owned, directly or
      indirectly, by Company to secure the Indebtedness of the Foreign Permitted
      Borrowers hereunder; and
			 
			(iv)	With respect to the Equity
      Interests of each Person which becomes a Significant Domestic Subsidiary
      subsequent to the Restatement Date,


90 





	     	          	          	
      within thirty days of the date
      such Person becomes a Significant Domestic Subsidiary, and provided that
      each such Significant Domestic Subsidiary so listed remains a Significant
      Domestic Subsidiary on the applicable execution date, Company shall
      execute and deliver, or cause to be executed and delivered to Agent a
      Pledge Agreement (or an amendment to an existing Pledge Agreement)
      encumbering with a first priority Lien 100% of the Equity Interests of
      such Significant Domestic Subsidiary to the extent owned, directly or
      indirectly, by Company to secure the Indebtedness of the Borrowers.
      

			 
		(b)	Guaranties.
		 
		 	(i)	With respect to each Significant
      Foreign Subsidiary listed on Schedule 7.16(b)(ii) hereto, within 270 days
      of the Restatement Date (or such longer time period as Agent may consent
      to), and provided that each such Significant Foreign Subsidiary so listed
      remains a Significant Foreign Subsidiary on the applicable execution date,
      execute and deliver or cause to be executed, and delivered to Agent a
      Joinder Agreement to the Foreign Guaranty whereby such Significant Foreign
      Subsidiary becomes obligated as a Guarantor under the Foreign
      Guaranty;
		 
		 	(ii)	With respect to each Significant
      Foreign Subsidiary on the Restatement Date which has previously executed
      and delivered a Joinder Agreement to the Foreign Guaranty, within 270 days
      of the Restatement Date (or such longer time period as Agent may consent
      to), and provided that each such Significant Foreign Subsidiary remains a
      Significant Foreign Subsidiary on the applicable execution date, execute
      and deliver or cause to be executed and delivered to Agent such
      reaffirmations, amendments and/or amendments and restatements which may be
      reasonably necessary to ensure the continuing validity and enforceability
      of such Joinder Agreement and the Foreign Guaranty;
		 
		 	(iii)	With respect to each Person (a)
      which becomes a Significant Foreign Subsidiary subsequent to the
      Restatement Date, within 270 days (or such longer period of time as Agent
      may consent to) of the date such Person becomes a Significant Foreign
      Subsidiary or (b) which has executed and delivered the Foreign Guaranty
      (or any other Guaranty of the Indebtedness), where its obligations under
      the Foreign Guaranty have been released in order to effectuate any
      reorganization, merger or transfer of Equity Interests otherwise permitted
      under this Agreement, within 270 days (or such longer period of time as
      Agent may consent to) of the date of the release of its obligations, in
      each case, Company shall cause such Significant Foreign Subsidiary to
      execute and deliver to Agent a Joinder Agreement whereby such Significant
      Foreign Subsidiary becomes obligated as a Guarantor under the Foreign
      Guaranty provided that each such Significant Foreign Subsidiary remains a
      Significant Foreign Subsidiary on the applicable execution
  date;


91 





	     	          	(iv)
          	With respect to each Person which
      becomes a Significant Domestic Subsidiary subsequent to the Restatement
      Date, within thirty days of the date such Person becomes a Significant
      Domestic Subsidiary, cause such new Significant Domestic Subsidiary to
      execute and deliver to Agent a Joinder Agreement whereby such Significant
      Domestic Subsidiary becomes obligated as a Guarantor under the Domestic
      Guaranty and provided that each such Significant Domestic Subsidiary
      remains a Significant Domestic Subsidiary on the applicable execution
      date; and
			 
			(v)	With respect to the Significant
      Foreign Subsidiaries listed on Schedule 7.16(b)(v), Lenders hereby waive
      any obligation of Company otherwise set forth in this Agreement to execute
      and deliver, or cause to be executed and delivered to Agent any
      Guaranty.


     All Loan
Documents delivered pursuant to this Section shall be in form satisfactory to
Agent and the Required Lenders, in their reasonable discretion, together with
such supporting documentation, including without limitation financing
statements, acknowledgments, stock powers, registrations and like documents,
corporate authority items, certificates and opinions of counsel, as reasonably
required by Agent and the Required Lenders and Company shall take, or cause to
be taken, such steps as are necessary or advisable under applicable law to
perfect the Liens granted under clause (a). 

     Execution
and delivery of Pledge Agreements, Guaranties and Joinder Agreements specified
by this Section 7.16 shall only be required to the extent such Liens, Guaranties
and Joinder Agreements are enforceable under applicable local law, as determined
in Agent’s reasonable discretion. If execution and delivery of any of the Pledge
Agreements, Guaranties and Joinder Agreements specified by this Section 7.16
cannot, in Agent’s determination, be obtained with the exercise of commercially
reasonable efforts by Company and any applicable Subsidiary, Agent may, in its
sole discretion, waive delivery of such Pledge Agreements, Guaranties and
Joinder Agreements. 

     Provided,
notwithstanding the foregoing, to the extent that any existing Pledge Agreements
and/or Guaranties continue, in the Agent’s sole determination based upon the
advice of its local counsel in any applicable jurisdiction, to secure the
Indebtedness under this Agreement as required hereby after giving effect to the
amendment and restatement of the Prior Credit Agreement by this Agreement, no
replacement Pledge Agreement and/or Guaranty need be delivered by the applicable
Borrowers and their Subsidiaries. 

     7.17 Security and Defense of Collateral.
Except to the extent that Liens for the benefit of Agent and Lenders are not
required on certain Collateral under the terms of Section 13.21 hereof, take
such actions as Agent or the Required Lenders may from time to time reasonably
request to establish and maintain first perfected security interests in and
Liens on all of its Collateral in favor of Agent on behalf of Lenders, subject
only to Liens permitted under Section 8.5 hereof; and defend the Collateral from
any Liens other than Liens permitted by Section 8.5. 

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     7.18 Vishay Israel. Within forty-five (45)
days following the end of each fiscal year ending after the Effective Date,
cause Vishay Israel to request from Israel’s Comptroller of Foreign Exchange
authorization to increase the limit on the Pledge Agreement executed and
delivered by Vishay Israel encumbering the shares of Vishay Europe, to the
extent of any increases after the Effective Date in the amount of Vishay
Israel’s investment in Vishay Europe and as soon as reasonably practicable
following receipt of such approval, execute and deliver an amendment in form
satisfactory to Agent and the Required Lenders, in their reasonable discretion,
together with such supporting documentation, including without limitation
corporate authority items, certificates and opinions of counsel, as reasonably
required by Agent and the Required Lenders and Company shall take, or cause to
be taken, such steps as are necessary or advisable under applicable law to
perfect the Liens granted under such Pledge Agreement as amended thereby.


     7.19 Use of Proceeds. Use the Advances of
the Revolving Credit made to any Borrower solely for general corporate purposes,
including without limitation working capital, acquisitions, prepayment or
repayment of the New Convertible Subordinated Debt and/or the BCc Refinancing,
including any interest, fees or expenses related thereto (or any refinancing of
such Debt otherwise permitted under this Agreement) and use the proceeds of the
Term Loan as set forth in Section 4.10 hereof. None of the proceeds of the
Advances made under this Agreement will be used in violation of any applicable
law or regulation including, without limitation, Regulations T, U and X of the
Board of Governors of the Federal Reserve System. 

     8. NEGATIVE COVENANTS


     Each of
the Borrowers covenant and agree that, so long as any of the Lenders are
committed to make any Advances or issue any Letters of Credit under this
Agreement and thereafter so long as any Indebtedness remains outstanding, it
will not, and it will not allow its Subsidiaries to: 

     8.1 Capital Structure, Business Objects or Purpose. Except as otherwise specifically permitted under this Agreement,


	     	(a)
          	purchase, acquire or redeem any
      of its Equity Interests (whether in connection with the conversion of any
      Debt to Equity Interests or otherwise), except for (i) non-vested stock
      granted to participants under the Company’s stock plan existing, and as in
      effect, on the date hereof and (ii) repurchases by Company of its common
      stock in an aggregate amount, from and after December 31, 2006, not to
      exceed five percent (5%) of Tangible Net Worth (determined, in the case of
      each such repurchase of shares, on the date of repurchase), provided,
      however, that both before and after giving effect to each such repurchase,
      no Default or Event of Default has occurred and is continuing;
    and
		 
		(b)	make any material change in its
      capital structure or in its general business objects or purpose or enter
      into any business, directly or through any Subsidiary except for those
      businesses in which Company and its Subsidiaries are engaged on the date
      of this Agreement or other businesses in the electronic components
      industry or which are directly related thereto which could reasonably be
      expected to have


93 





	     	          	
      a material adverse effect on (i)
      Company and the Subsidiaries taken as a whole or (ii) the rights or
      interests of Agent and Lenders hereunder. 

		 	
	
           8.2 Limitations on Fundamental Changes. Enter into any transaction of merger, consolidation or
      amalgamation, or purchase or otherwise acquire or become obligated for the
      purchase of all or substantially all of the assets, business interests or
      Equity Interests of any Person or in any other manner effectuate an
      expansion of present business of Company and its Subsidiaries by
      acquisition or liquidate, wind up or dissolve itself (or suffer any
      liquidation or dissolution), or convey, sell, lease, assign, transfer or
      otherwise dispose of, all, substantially all or any part of its property,
      business or assets, or make any material change in its present method of
      conducting business, except:

		 	
		(a)	any Subsidiary may be merged or
      consolidated with or into Company (so long as Company shall be the
      continuing or surviving corporation); any Domestic Subsidiary may be
      merged or consolidated with or into any Wholly Owned Domestic Subsidiary
      (so long as such Wholly Owned Domestic Subsidiary shall be the continuing
      or surviving corporation); and any Foreign Subsidiary may be merged or
      consolidated with or into any Wholly Owned Domestic Subsidiary or into any
      Wholly Owned Foreign Subsidiary (excluding the Israeli Subsidiaries) so
      long as such Wholly Owned Domestic Subsidiary or such Wholly Owned Foreign
      Subsidiary shall be the continuing or surviving corporation);
		 
		(b)	any Israeli Subsidiary owned
      directly by Company or any Domestic Subsidiary may merge with or into
      another such Israeli Subsidiary; and any Israeli Subsidiary not owned
      directly by Company or any Domestic Subsidiary may merge with or into
      another such Israeli Subsidiary;
		 
		(c)	any Subsidiary may sell, lease,
      transfer or otherwise dispose of any or all of its assets (upon voluntary
      liquidation or otherwise) to Company;
		 
		(d)	any Domestic Subsidiary may sell,
      lease, transfer or otherwise dispose of any or all of its assets (upon
      voluntary liquidation or otherwise) to any other Domestic Subsidiary and
      any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of
      any or all of its assets (upon voluntary liquidation or otherwise) to any
      Domestic Subsidiary or to any other Foreign Subsidiary, provided, in each
      case, that such Subsidiary is a Wholly Owned Subsidiary;
		 
		(e)	Permitted Transfers and any
      Permitted Securitization;
		 
		(f)	other sales, transfers or other
      dispositions of any assets of Company and its Subsidiaries to Persons that
      are not otherwise permitted by any other clause of this Section 8.2, from
      and after the Effective Date in an aggregate amount not to exceed (i) 15%
      of Tangible Net Worth in any fiscal year and (ii) 20% of Tangible Net
      Worth for any period of three consecutive fiscal years (or portion
      thereof) beginning with fiscal year 2007, determined on the basis of
      Tangible Net Worth for the fiscal quarter ending immediately prior to the
      date of determination; and
		 
		(g)	Permitted
  Acquisitions.


94 




     8.3 Guaranties. Become obligated on any
Guaranty Obligations or otherwise guarantee, endorse, or otherwise become liable
for or upon the obligations of others, except by endorsement of cash items for
deposit in the ordinary course of business and except for: 

	     	(a)	the Guaranties;
		          	
		(b)	Guaranty Obligations of the
      Company or any Subsidiary of (i) Hedging Obligations entered into by
      Company or any Subsidiary, (ii) Commodities Hedging Obligations entered
      into by Company or any Subsidiary, or (iii) reimbursement obligations in
      respect of Special Letters of Credit issued for the account of any
      Subsidiary;
		 
		(c)	Guaranty Obligations relating to
      any Debt permitted hereunder (i) as set forth on Schedule 8.3 attached
      hereto or (ii) permitted (as Investments) under clauses (d), (e) and (g)
      of Section 8.7 hereof;
		 
		(d)	customary clean up call
      provisions under any Permitted Securitization; or
		 
		(e)	any other Guaranty Obligations
      entered into in the ordinary course of business and not otherwise
      permitted pursuant to this Section 8.3, provided that (i) no Default or
      Event of Default has occurred and is continuing at the time of entering
      into such Guaranty Obligations and (ii) the aggregate amount of such
      Guaranty Obligations shall not exceed
$50,000,000.


     8.4 Debt. Become or remain obligated for
any Debt for borrowed money, or for any Debt incurred in connection with the
acquisition of any property, real or personal, tangible or intangible, except:


	     	(a)   
        	Indebtedness to Lenders (or their
      Affiliates) hereunder, including without limitation, Hedging Obligations
      and Special Letters of Credit;
		 
		(b)
          	Debt not otherwise permitted
      hereunder which is in existence as of the Restatement Date and disclosed
      on Schedule 8.4(b) attached hereto, and any renewals or refinancing of
      such Debt in amounts not exceeding the scheduled amounts (less any
      required amortization according to the terms thereof), on terms no less
      favorable to Company and its Subsidiaries than in effect on the
      Restatement Date and otherwise in compliance with this Agreement, except
      for any less favorable terms which may result from changes in market
      rates;
		 
		(c)	current unsecured trade, utility
      or non-extraordinary accounts payable arising in the ordinary course of
      business and any unsecured letters of credit undertaken by such parties in
      the ordinary course of business outside the United States of America (and
      necessary under local customs and practices) to support such accounts
      payable;
		 
		(d)	(i) purchase money Debt for fixed
      assets (including operating leases and capitalized leases or other
      non-cancelable leases having a term of 12 months or longer), (ii) Debt in
      respect of equipment leasing agreements (based on
the


95 





	     	          	aggregate lease payments during
      the term of such leases and all available extensions), (iii) Debt in
      respect of real property leases (based on the aggregate lease payments
      during the term of such leases and all available extensions)
      provided that the aggregate amount of the Debt permitted under clauses
      (i)-(iii) herein (excluding such Debt as is set forth on Schedule 8.4(d)
      attached hereto) shall not exceed ten percent (10%) of Tangible Net
      Worth;
		 
		(e)	any Debt assumed pursuant to an
      acquisition conducted in compliance with this Agreement, provided that
      such Debt was not entered into, extended or renewed in contemplation of
      such acquisition and provided further that the aggregate amount of all
      such Debt at any time outstanding shall not exceed ten percent (10%) of
      Tangible Net Worth;
		 
		(f)	Debt to third parties issued by
      any Foreign Subsidiary of Company in an aggregate amount at any time
      outstanding not to exceed seven and a half percent (7.5%) of Tangible Net
      Worth; provided that such Debt be issued and at all times maintained on a
      pari passu basis with the Indebtedness, if any, of such Foreign
      Subsidiary, or on a basis subordinate thereto, and pursuant to
      documentation containing covenants not more restrictive in the aggregate
      than the covenants contained in this Agreement (as determined by Agent and
      Required Lenders in their reasonable discretion) and provided further,
      however, that immediately before and immediately after such Debt is
      incurred, and giving effect thereto, no Default or Event of Default has
      occurred and is continuing (it being understood that for purposes of this
      Section 8.4(f), the granting of Liens which are permitted under Section
      8.5 hereof shall not be deemed to constitute the entry into more
      restrictive covenants or to be other than on a pari passu
  basis);
		 
		(g)	Intercompany Loans, but only to
      the extent permitted under the other applicable terms and limitations of
      this Agreement, including but not limited to Section 8.7 hereof, and
      guaranties permitted under Section 8.3 hereof;
		 
		(h)	unsecured Debt issued under Rule
      144A of the Securities Act of 1933 or pursuant to a private placement in
      an aggregate amount for all such Debt issued under this subparagraph (but
      without giving effect to any repayments or principal reductions thereof)
      not to exceed Two Hundred Million Dollars ($200,000,000); provided that
      such Debt be issued and all times maintained on a basis subordinate
      hereto, and pursuant to documentation containing covenants not more
      restrictive in the aggregate than the covenants contained in this
      Agreement (as determined by Agent and the Required Lenders in their
      reasonable discretion); provided further, however, that immediately before
      and immediately after such Debt is incurred, and giving effect thereto, no
      Default or Event of Default has occurred and is continuing; and provided
      further that prior to or concurrently with the issuance of such Debt, the
      Company shall prepay the Term Loan Advances by an amount equal to not less
      than 50% of the proceeds of such Debt, net of normal and customary
      expenses of issuance payable to third parties;


96 





	     	(i)	customary representations,
      warranties and indemnification provisions entered into in connection with
      the sale, transfer or other disposition of securities or other assets of
      the Company and its Subsidiaries permitted pursuant to Section
      8.2(f);
		          	
		(j)	the BCc Replacement Financing,
      the New Convertible Subordinated Debt and any other Subordinated Debt
      disclosed on Schedule 8.13 attached hereto, together with any refinancing
      of such Debt, subject to the following requirements: that such refinancing
      shall (i) be on terms and conditions substantially similar or more
      favorable for the Company and its Subsidiaries to the existing Debt being
      refinanced, (ii) not increase the then outstanding principal amount of the
      Debt being refinanced, (iii) not take place while any Default or Event of
      Default shall have occurred and be continuing, or when any Default or
      Event of Default shall reasonably be expected to result from such
      refinancing; and (iv) be subject to loan documentation for which draft
      copies (in substantially final form) are delivered to Agent not less than
      five (5) days prior to the date of such refinancing (or a shorter time
      period if consented to by Agent); and
		 
		(k)	unsecured Commodities Hedging
      Obligations.


     8.5 Liens. Permit or suffer any Lien to
exist on any of its properties, real, personal or mixed, tangible or intangible,
whether now owned or hereafter acquired, except: 

	     	(a)	Liens in favor of Agent, as
      security for the Indebtedness hereunder, and, including without
      limitation, any Indebtedness under any Hedging Obligations or Commodities
      Hedging Obligations (to the extent such Commodities Hedging Obligations
      are “Indebtedness” as defined in this Agreement”) or to secure Special
      Letters of Credit;
		          	
		(b)	purchase money security interests
      in fixed assets to secure purchase money Debt permitted under Section
      8.4(d) hereof, provided that such security interest is created
      substantially contemporaneously with the acquisition of such fixed assets
      and does not extend to any property other than the fixed assets so
      financed;
		 
		(c)	any Lien securing third-party
      indebtedness assumed pursuant to any Permitted Acquisition conducted in
      compliance with this Agreement, provided that such Lien is limited to the
      property so acquired and was not entered into, extended or renewed in
      contemplation of such acquisition;
		 
		(d)	Permitted Liens and the Liens
      described on Schedule 8.5 hereto;
		 
		(e)	Liens securing Debt of a Foreign
      Subsidiary (and not supported by any Guaranty Obligations of Company or
      any Domestic Subsidiary) for overdraft or similar credit facilities
      permitted under clause (f) of Section 8.4 hereof encumbering cash or cash
      equivalents owned by any Foreign Subsidiary that do not exceed, in the
      aggregate, Fifty Million Dollars ($50,000,000);


97 





	     	(f)	Liens securing Debt (such Debt
      being permitted under this Agreement), provided that the aggregate
      principal amount of all such Debt which is secured by such Lien shall not
      exceed Twenty Million Dollars ($20,000,000); and
		          	
		(g)	any Lien encumbering property
      interests, rights or proceeds which are subject of a transfer or
      encumbrance pursuant to a Permitted
Securitization.


     8.6 Dividends. Declare or pay any
dividends on or make any other distribution with respect to (whether by
reduction of Stockholders’ Equity or otherwise) any Equity Interests, except for
stock dividends and except for (a) cash dividends by any Wholly Owned Subsidiary
to Company or any other Wholly Owned Subsidiary which has executed a Guaranty
hereunder, (b) dividends paid in cash or in kind by any Subsidiary which is not
a Wholly Owned Subsidiary or by any Joint Venture, provided that such dividends
are paid to each holder of Equity Interests therein (including Company or any of
its other Subsidiaries) on a pro rata basis (based on the relative
amounts of share capital held by each such holder) and provided further that
such dividends are paid to Company or its other Subsidiaries on substantially
the same (or better) terms as (and contemporaneously with) any dividends paid to
Persons other than Company and its Subsidiaries, (c) cash dividends issued by
any Wholly Owned Subsidiary which are reinvested in compliance with Section 8.7,
provided that in the case of clauses (b) and (c) above, no Default or Event of
Default has occurred and is continuing as of the date of the issuance of such
dividends, or could reasonably be expected to result therefrom.

     8.7 Investments. Make or allow to remain
outstanding any investment (whether such investment shall be of the character of
investment in Equity Interests, evidences of indebtedness or other securities or
otherwise) in, or any loans or advances to, any Person, firm, corporation or
other entity or association, other than: 

	     	(a)	Company’s and its Subsidiaries’
      Equity Interests in the Subsidiaries as of the Restatement
  Date;
		 
		(b)
          	Additional cash investment in the
      Foreign Permitted Borrowers, which is applied by the applicable Borrower
      concurrently with such investment to reduce its Indebtedness under this
      Agreement, if the Indebtedness repaid is in substantially the amount of
      such additional investment and provided, further, such investment shall
      not be made, without the prior written consent of Agent, after the
      occurrence and during the continuance of a Default or Event of Default, or
      where a Default or Event of Default could reasonably be expected to result
      therefrom, provided, however, that if no Indebtedness of such Foreign
      Permitted Borrower is outstanding under this Agreement, cash investment in
      the Foreign Permitted Borrowers shall be governed by clause (d)
      hereof;
		 
		(c)	The existing investments, loans
      and/or advances in or to Subsidiaries set forth or referred to on Schedule
      8.7 hereto, in addition to any other matters set forth in this Section
      8.7;
		 
		(d)	Intercompany Loans, Advances, or
      Investments made on or after the Effective Date hereunder to Company, or
      by Company or any Subsidiary to Company or


98 





	     	          	any Wholly Owned Subsidiary
      (excluding the Israeli Subsidiaries), provided that any Intercompany Loan
      (other than a guaranty) included therein be evidenced by and funded under
      an Intercompany Note and further provided that both before and after
      giving effect to any such loans, advances or investments, no Default or
      Event of Default has occurred and is continuing under this Agreement (or
      would result from the making of such Intercompany Loan, Advance or
      Investment), and in the case of Intercompany Loans from a Domestic
      Subsidiary or Company to a Domestic Subsidiary or Company and Intercompany
      Loans from a Foreign Subsidiary to a Foreign Subsidiary, notice has been
      given by Agent (upon the direction of the Required Lenders) that no such
      Intercompany Loans shall be made, provided that no repayments of such
      Intercompany Loan shall be made while a Default or Event of Default has
      occurred and is continuing, or could reasonably be expected to result from
      such payment, and provided, further, that the terms governing each such
      loan or advance to Company or any Subsidiary shall specifically state that
      no payments shall be made thereunder if a Default or Event of Default
      under this Agreement has occurred and is continuing, or could reasonably
      be expected to result therefrom unless Agent otherwise consents in
      writing;
		 	
		(e)	Intercompany Loans, Advances or
      Investments made on or after the Effective Date by Company or any
      Subsidiary to the Israeli Subsidiaries’ or to any Subsidiary which does
      not constitute a Wholly Owned Subsidiary (provided (i) that any
      Intercompany Loan (other than a guaranty) included therein be evidenced by
      and funded under an Intercompany Note), (ii) that at the time any such
      loan, advance or investment is made (before and after giving effect
      thereto) no Default or Event of Default has occurred and is continuing,
      (iii) that the aggregate amount of all such loans, advances and
      investments shall not exceed, at any time outstanding, 15% of Tangible Net
      Worth and (iv) that the terms governing each such loan or advance to
      Company or any Subsidiary shall specifically state that no payments shall
      be made thereunder if a Default or Event of Default under this Agreement
      has occurred and is continuing, or could reasonably be expected to result
      therefrom unless Agent otherwise consents in writing;
		 
		(f)	Intercompany Loans, Advances or
      Investments made on or after the Effective Date by one Israeli Subsidiary
      to another Israeli Subsidiary (provided (i) that any Intercompany Loan
      (other than a guaranty) included therein be evidenced by and funded under
      an Intercompany Note), (ii) that at the time any such loan, advance or
      investment is made (before and after giving effect thereto) no Default or
      Event of Default has occurred and is continuing, and (iii) that the terms
      governing each such loan or advance to such Israeli Subsidiary shall
      specifically state that no payments shall be made thereunder if a Default
      or Event of Default under this Agreement has occurred and is continuing,
      or could reasonably be expected to result therefrom unless Agent otherwise
      consents in writing;
		 
		(g)	loans, advances or investments
      made on or after the Effective Date (without regard to any repayment of
      such loans, advances or investments, other than the repayment of capital
      or principal) to any Joint Venture or other Person,
  including


99 





	     	          	without limitation any Guaranty
      Obligations of Company or any Subsidiary (valued on the basis of the
      aggregate amount of indebtedness covered by such Guaranty Obligations) of
      third-party indebtedness of any such Joint Venture or other Person, which
      loans, advances or investments are not otherwise permitted under this
      Section 8.7, in an aggregate amount at any time outstanding not to exceed
      seven and one-half percent (7.5%) of Tangible Net Worth;
		 
		(h)	intentionally
  omitted;
		 
		(i)	investments, whether by
      acquisition of Equity Interests, indebtedness or other obligations or
      security of, any Person (other than a Subsidiary or an Affiliate) which is
      a customer of Company or any Subsidiary, which investment was made in
      exchange for amounts owed by such customer to Company or any Subsidiary
      (and incurred in the ordinary course of business) or as an advance on the
      provision of goods and services in the ordinary course of
    business;
		 
		(j)	Hedging Obligations and
      guaranties by Company or any Subsidiary of Hedging Obligations entered
      into by Company or any Subsidiary and Commodities Hedging Obligations and
      guaranties by Company or any Subsidiary of Commodities Hedging Obligations
      entered into by Company or any Subsidiary, as applicable;
		 
		(k)	Permitted Investments;
    and
		 
		(l)	Investments in any Subsidiary
      (including, without limitation, any Special Purpose Subsidiary) from and
      after the date hereof consisting of (x) dispositions of specific foreign
      accounts receivable made pursuant to any Permitted Securitization and the
      resultant Debt issued by a Special Purpose Subsidiary to another
      Subsidiary as part of such Permitted Securitization, in each case to the
      extent constituting Investments hereunder; and (y) the repurchase or
      replacement from and after the date hereof of accounts receivable pursuant
      to any representations or warranties or clean up call provisions included
      in such Permitted Securitization in accordance with the definition
      thereof.


In valuing any investments, loans and
advances for the purpose of applying the limitations set forth in this Section
8.7 (except as otherwise expressly provided herein), such investments, loans and
advances shall be taken at the original cost thereof, without allowance for any
subsequent write-offs or appreciation or depreciation therein, but less any
amount repaid or recovered on account of capital or principal. 

     8.8 Accounts Receivable. Sell or assign
any account, note or trade acceptance receivable, except to Agent on behalf of
Lenders, and except the sale or assignment of foreign accounts receivable
pursuant to any Permitted Securitization. 

     8.9 Transactions with Affiliates. Enter
into any transaction with any of its or their stockholders or officers or its or
their affiliates, except in the ordinary course of business and on terms not
less favorable than would be usual and customary in similar transactions between
Persons dealing at arm’s length and except for (i) transactions otherwise
permitted by this 

100 




Agreement and (ii) transactions between
Company and any Wholly Owned Subsidiary or between any Wholly Owned Subsidiary
and any other Wholly Owned Subsidiary. 

	     	
      8.10 
	
      Intentionally Omitted.
      Prohibition Against Certain Restrictions. Enter into or otherwise become subject to any agreement or
      arrangement (excluding this Agreement and excluding any such agreement by
      a Special Purpose Subsidiary pursuant to a Permitted Securitization, but
      only to the extent such agreement applies only to such Special Purpose
      Subsidiary) with any lender or other third party (i) which prohibits,
      restricts or otherwise limits the ability of Company to make loans,
      advances or investments to its Subsidiaries or which prohibits, restricts
      or otherwise limits the ability of any Subsidiary to make loans, advances
      or investments in any other Subsidiary, (ii) which prohibits, restricts or
      otherwise limits the ability of any Subsidiary to declare or pay any
      dividends on or make any other distribution with respect to any Equity
      Interests, or (iii) which prohibits, restricts or otherwise limits the
      execution, delivery, undertaking or performance by Company or any
      Subsidiary of any Guaranty Obligations, indemnity or similar undertaking
      in favor of Agent or Lenders; and 

		          	
		
      (b)
	
      Except in connection with Liens
      permitted by Section 8.5, to the extent of the property encumbered by such
      Permitted Liens, enter into any agreement, document or instrument which
      would restrict or prevent Company and its Subsidiaries from granting Agent
      on behalf of Lenders Liens upon, security interests in and pledges of
      their respective assets which are senior in priority to all other Liens.
      



     8.12 Intentionally omitted. 

     8.13 Amendment of Subordinated Debt and Other Debt Documents and Permitted
Securitizations. Amend, modify or otherwise alter (or suffer to be amended, modified or
altered) any of the terms and conditions of those documents or instruments
evidencing or otherwise related to any Debt set forth on Schedule 8.13 or any
other Subordinated Debt (including the New Convertible Subordinated Debt and the
BCc Refinancing) or any Permitted Securitization, except for those amendments,
modifications or other alterations which could not reasonably be determined to
have a material adverse effect on (a) the business, operations, property or
condition (financial or otherwise) of Company and its Subsidiaries, taken as a
whole, (b) the ability of Company or any of its Subsidiaries to perform their
respective obligations under this Agreement or any other Loan Document to which
any of them is a party, or (c) the validity or enforceability of this Agreement
or any of the other Loan Documents or the rights or remedies of Agent or Lenders
hereunder or thereunder, or except as may be approved by Agent and the Required
Lenders. 

     8.14 Payment or Prepayment of Other Debts.
Prepay, purchase, redeem or defease the New Convertible Subordinated Debt, the
BCc Refinancing, any Subordinated Debt or any other Debt set forth on Schedule
8.13 (whether in connection with the conversion of any such Debt or otherwise),
or in each case any refinancing thereof, except for (a) payments or prepayments
on the New Convertible Subordinated Debt and/or the BCc Refinancing (or, in each
case, any refinancing thereof), provided in each case that no Default or Event
of Default shall have 

101 




occurred and be continuing at the time
of such payment or prepayment or could be reasonably expected to result
therefrom, provided further, (i) that the Company shall (A) repay the New
Convertible Subordinated Debt (to the extent such bonds are tendered pursuant to
the put scheduled for August 1, 2008 pursuant to that certain Indenture dated as
of August 6, 2003 between Company and Wachovia Bank, National Association, as
Trustee) in cash with all of the proceeds of the Term Loan, and (B) make a
repayment in cash on the New Convertible Subordinated Debt (to the extent such
bonds are tendered pursuant to the put scheduled for August 1, 2008 pursuant to
that certain Indenture dated as of August 6, 2003 between Company and Wachovia
Bank, National Association, as Trustee) simultaneously with the payment required
under clause (A) above in an amount at least equal to the original principal
amount of the Term Loan, such repayment to be made from the Company’s and its
Subsidiaries’ normal operations and (ii) at the time of any repayment of the New
Convertible Subordinated Debt, the Agent shall receive a certificate in form and
substance reasonably acceptable to it, from an Authorized Officer of the Company
dated as of the date of the repayment of the New Convertible Subordinated Debt
and evidencing that the Borrowers as of such date have an excess availability
under the Revolving Credit (after giving effect to all Advances made in
connection with the repayment of the New Convertible Subordinated Debt) of at
least $50,000,000; and (b) the conversion of the BCc Replacement Financing, the
New Convertible Subordinated Debt or other Subordinated Debt or Debt set forth
on Schedule 8.13 (or, in each case, any refinancing thereof) into stock pursuant
to the put or other conversions rights relating thereto. The Company may also
request Revolving Credit Advances to repay the New Convertible Subordinated
Debt, provided that the Company is in compliance with the requirements of clause
(a)(ii) above. 

     9. DEFAULTS 

     9.1
Events of Default. Any of the following events is an “Event of Default”: 

	      	(a)	non-payment when due
      of the principal or interest of any Advance in accordance with the terms
      thereof or of any reimbursement obligation under Section 3.6 hereof, and
      in the case of interest payments, continuance thereof for three (3)
      days;
		          	
		(b)	default in the payment
      of any money by any of the Borrowers under this Agreement (other than as
      set forth in subsection (a), above) or the other Loan Documents, and
      continuance thereof for three (3) days of the date the same is due and
      payable;
		 
		(c)	default in the
      observance or performance of any of the other conditions, covenants or
      agreements set forth in this Agreement or any of the other Loan Documents
      by any party thereto (provided that, with respect to the covenants set
      forth in Sections 7.8, 7.10, 7.12, 7.13 and 7.14 hereof, such event has
      continued for thirty (30) consecutive days) or the occurrence of any other
      default or Event of Default, as the case may be hereunder or
      thereunder;
		 
		(d)	any representation or
      warranty made by any of the Borrowers herein or in any instrument
      submitted pursuant hereto or by any other party to the Loan Documents
      proves untrue in any material adverse respect when made;
  provided


102 





		 	that, with respect to
      any misrepresentation or breach of warranty arising subsequent to the date
      hereof under Sections 6.7, 6.8, 6.13 through 6.15 and 6.18 of this
      Agreement solely by virtue of the nature of the representations and
      warranties hereunder as continuing, (i) as to Section 6.8, hereof, any
      applicable cure period existing in respect of such matters shall have
      expired and (ii) as to the remaining Sections of this Agreement specified
      in this subparagraph (d), such misrepresentation or breach of warranty
      hereunder shall have continued for a period of thirty (30) consecutive
      days;
		          	
	      	(e)	any provision of any
      Guaranty, or any Collateral Document shall at any time for any reason
      (other than in accordance with its terms or the terms of this Agreement)
      cease to be valid and binding and enforceable against Company or the
      Subsidiaries party thereto, as applicable, or the validity, binding effect
      or enforceability thereof shall be contested by any Person, or Company or
      any of the Subsidiaries party thereto shall deny that it has any or
      further liability or obligation under any Guaranty, or any Collateral
      Document, as applicable, or any Guaranty, or any Collateral Document shall
      be terminated, invalidated or set aside or in any way cease to give or
      provide to Lenders and Agent the benefits purported to be created
      thereby;
		 
		(f)	default (after giving
      effect to any applicable period of grace or cure) in the payment of any
      other obligation of Company, its Significant Subsidiaries, any Guarantor
      or any Person obligated under a Pledge Agreement for borrowed money in
      excess of Ten Million Dollars ($10,000,000) (or the equivalent thereof in
      an Alternative Currency), individually or in the aggregate; or default in
      the observance or performance of any conditions, covenants or agreements
      related or given with respect to any other obligations for borrowed money
      in an aggregate amount in excess of Ten Million Dollars ($10,000,000) (or
      the equivalent thereof in an Alternative Currency), which is sufficient to
      permit the holder thereof to accelerate the maturity of such
      obligation;
		 
		(g)	the rendering of any
      judgment or judgments for the payment of money in excess of the sum of Ten
      Million Dollars ($10,000,000) (or the Alternative Currency equivalent
      thereof) in the aggregate against Company, any of its Significant
      Subsidiaries, any Guarantor, or any Person obligated under a Pledge
      Agreement, and such judgments shall remain unpaid, unvacated, unbonded or
      unstayed by appeal or otherwise for a period of thirty (30) consecutive
      days, except as covered by adequate insurance with a reputable carrier and
      an action is pending in which an active defense is being made with respect
      thereto;
		 
		(h)	(i) any Person shall
      engage in any Prohibited Transaction involving any Pension Plan, (ii) any
      Accumulated Funding Deficiency, whether or not waived, shall exist with
      respect to any Pension Plan or any Lien in favor of the PBGC or a Pension
      Plan shall arise on the assets of Company or any ERISA Affiliate, (iii) a
      Reportable Event shall occur with respect to, or proceedings shall
      commence to have a trustee appointed, or a trustee shall be appointed, to
      administer or to terminate, any Single Employer Plan, (iv) any Single
      Employer Plan shall


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		 	terminate for purposes
      of Title IV of ERISA or (v) Company or any ERISA Affiliate shall, or in
      the reasonable opinion of the Required Lenders is likely to, incur any
      liability in connection with a withdrawal from, or the insolvency,
      bankruptcy or reorganization of, a Multiemployer Plan and in each case in
      clauses (i) through (v) above, (x) a period of sixty (60) days, or more,
      has elapsed from the occurrence of such event or condition and (y) such
      event or condition, together with all other such events or conditions, if
      any, could reasonably be expected to subject Company or any of its
      Subsidiaries to any tax, penalty or other liabilities in the aggregate
      material in relation to the business, operations, property or financial or
      other condition of Company and its Subsidiaries taken as a
  whole;
		          	
	      	(i)	(A) any one Person or
      group of Persons acting in concert shall acquire or control, directly or
      indirectly, whether by ownership, proxy, voting trust or otherwise, twenty
      percent (20%) or more of the voting power of the issued and outstanding
      Equity Interests of Company, other than (x) any Person or group of Persons
      beneficially owning, directly or indirectly, as of the date hereof Equity
      Interests of Company with twenty percent (20%) or more of such voting
      power or (y) any Permitted Transferee; or (B) individuals who constitute
      the Continuing Directors cease for any reason to constitute at least a
      majority of Company’s directors (for purposes of this Section 9.1(i)(B),
      “Continuing Director” means any director who was a director as of the
      Effective Date and any director who is nominated or elected by a majority
      of Continuing Directors who are then directors);
		 
		(j)	If a creditors’
      committee shall have been appointed for the business of Company, any of
      its Significant Subsidiaries, any Guarantor or any Person obligated under
      a Pledge Agreement; or if Company, any Significant Subsidiary, any
      Guarantor or any Person obligated under a Pledge Agreement shall have made
      a general assignment for the benefit of creditors or shall have been
      adjudicated bankrupt, or shall have filed a voluntary petition in
      bankruptcy or for reorganization or to effect a plan or arrangement with
      creditors or shall fail to pay its debts generally as such debts become
      due in the ordinary course of business (except as contested in good faith
      and for which adequate reserves are made in such party’s financial
      statements); or shall file an answer to a creditor’s petition or other
      petition filed against it, admitting the material allegations thereof for
      an adjudication in bankruptcy or for reorganization; or shall have applied
      for or permitted the appointment of a receiver or trustee or custodian for
      any of its property or assets; or such receiver, trustee or custodian
      shall have been appointed for any of its property or assets (otherwise
      than upon application or consent of Company, any Significant Subsidiary,
      any Guarantor or any Person obligated under a Pledge Agreement) and such
      appointment has not been dismissed or stayed within thirty (30) days from
      the date of appointment or if an order for relief or otherwise approving
      any petition for reorganization of Company, any Significant Subsidiary,
      any Guarantor or any Person obligated under a Pledge Agreement shall be
      entered; or if an involuntary petition is filed against Company, any
      Significant Subsidiary, any Guarantor or any Person obligated under a
      Pledge


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		 	Agreement and shall
      not be dismissed or stayed within thirty (30) days from the date of filing
      thereof; and
		          	
	      	(k)	until such Debt has
      been converted into common stock of the Company or has been repaid in
      full, if any “Fundamental Change” shall have occurred as defined in that
      certain Indenture entered into by Company in connection with the New
      Convertible Subordinated Debt, without giving effect to any amendments
      thereto or modifications thereof subsequent to the Effective
    Date.


     9.2 Exercise of Remedies. If an Event of
Default has occurred and is continuing hereunder: (a) the Agent may, and shall,
upon being directed to do so by the Required Revolving Credit Lenders, declare
the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and
shall, upon being directed to do so by the Required Lenders, declare the entire
unpaid principal amount of the Indebtedness, including the Notes, immediately
due and payable, without presentment, notice or demand, all of which are hereby
expressly waived by the Borrowers; (c) upon the occurrence of any Event of
Default specified in Section 9.1(j) and notwithstanding the lack of any
declaration by Agent under preceding clauses (a) or (b), the entire unpaid
principal Indebtedness shall become automatically and immediately due and
payable, and the Revolving Credit Aggregate Commitment shall be automatically
and immediately terminated; (d) the Agent shall, upon being directed to do so by
the Required Revolving Credit Lenders, demand immediate delivery of cash
collateral, and each Borrower agrees to deliver such cash collateral upon
demand, in an amount equal to 105% of the maximum amount that may be available
to be drawn at any time prior to the stated expiry of all outstanding Letters of
Credit, for deposit into an account controlled by the Agent; (e) the Agent may,
and shall, upon being directed to do so by the Required Lenders, notify
Borrowers or any Credit Party that interest shall be payable on demand on all
Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Term
Loan Advances with respect to which Sections 2.9 and 4.6 hereof shall govern)
owing from time to time to the Agent or any Lender, at a per annum rate equal to
the then applicable Prime-based Rate plus three percent (3%); and (f) the Agent
may, and shall, upon being directed to do so by the Required Lenders or the
Lenders, as applicable (subject to the terms hereof), exercise any remedy
permitted by this Agreement, the other Loan Documents or law. 

     9.3 Rights
Cumulative. No delay or failure of Agent
and/or Lenders in exercising any right, power or privilege hereunder shall
affect such right, power or privilege, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof, or the exercise of any
other power, right or privilege. The rights of Lenders under this Agreement are
cumulative and not exclusive of any right or remedies which Lenders would
otherwise have. 

     9.4 Waiver
by Company and Permitted Borrowers of Certain Laws. To the extent permitted by applicable law, each of the Borrowers hereby
agrees to waive, and do as hereby absolutely and irrevocably waive and
relinquish the benefit and advantage of any valuation, stay, appraisement,
extension or redemption laws now existing or which may hereafter exist, which,
but for this provision, might be applicable to any sale made under the judgment,
order or decree of any court, on any claim for interest on any principal of any
Advance. These waivers have been voluntarily given, with full knowledge of the
consequences thereof. 

105 




     9.5 Waiver
of Defaults. No Event of Default shall be
waived by Lenders except in a writing signed by an officer of Agent in
accordance with Section 13.11 hereof. No single or partial exercise of any
right, power or privilege hereunder, nor any delay in the exercise thereof,
shall preclude any other or further exercise of Lenders’ rights by Agent. No
waiver of any Event of Default shall extend to any other or further Event of
Default. No forbearance on the part of Agent in enforcing any of the Lenders’
rights shall constitute a waiver of any of their rights. The Borrowers expressly
agree that this Section may not be waived or modified by Lenders or Agent by
course of performance, estoppel or otherwise. 

     10. PAYMENTS, RECOVERIES AND
COLLECTIONS. 

     10.1
Payment Procedure. 

	      	(a)	All payments to be
      made by Borrowers shall be made without condition or deduction for any
      counterclaim, defense, recoupment or setoff. Except as otherwise provided
      herein, all payments made by the Borrowers of principal, interest or fees
      hereunder shall be made without setoff or counterclaim on the date
      specified for payment under this Agreement and must be received by Agent
      not later than 11:00 a.m. (Detroit time) on the date such payment is
      required or intended to be made and shall be made in Dollars in respect of
      Term Loan Advances, Domestic Advances or Fees payable in Dollars in
      immediately available funds to Agent at Agent’s office located at One
      Detroit Center, Detroit, Michigan 48226-3289 for the ratable benefit of
      the Revolving Credit Lenders in the case of payments in respect of the
      Revolving Credit and any Letter of Credit Obligations and for the ratable
      benefit of the Term Loan Lenders in case of payments in respect of the
      Term Loan. Payments made in respect of any Revolving Credit Advance in any
      Alternative Currency or any Fees payable in any Alternative Currency shall
      be made in such Alternative Currency in immediately available funds for
      the account of Agent’s Eurocurrency Lending Office, at Agent’s
      Correspondent, for the ratable account of Lenders, not later than 11:00
      a.m. (the time of Agent’s Correspondent) for the ratable benefit of the
      Revolving Credit Lenders. Any payment received by the Agent after 11:00
      a.m. (Detroit time) shall be deemed received on the next succeeding
      Business Day and any applicable interest or fee shall continue to accrue.
      Upon receipt of each such payment, the Agent shall make prompt payment to
      each applicable Lender, or, in respect of Eurocurrency-based Advances,
      such Lender’s Eurocurrency Lending Office, in like funds and currencies,
      of all amounts received by it for the account of such Lender.
		          	
		(b)	Unless Agent shall
      have been notified by Company prior to the date on which any payment to be
      made by any of the Borrowers is due that such Borrower does not intend to
      remit such payment, Agent may, in its discretion but without any
      obligation, assume that such Borrower has remitted such payment when so
      due and Agent may, in reliance upon such assumption, make available to
      each Lender on such payment date an amount equal to such Lender’s share of
      such assumed payment. If any of the Borrowers has not in fact remitted
      such payment to Agent, each Lender shall forthwith on demand repay to
      Agent in the applicable currency


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	 	the amount
      of such assumed payment made available to such Lender, together with the
      interest thereon, in respect of each day from and including the date such
      amount was made available by Agent to such Lender to the date such amount
      is repaid to Agent at a rate per annum equal to (i) for Prime-based
      Advances, the Federal Funds Effective Rate, as the same may vary from time
      to time, and (ii) with respect to Eurocurrency-based Advances, Agent’s
      aggregate marginal cost (including the cost of maintaining any required
      reserves or deposit insurance and of any fees, penalties, overdraft
      charges or other costs or expenses incurred by Agent) of carrying such
      amount. 
	 
	(c)   
        	Whenever any
      payment to be made hereunder (other than payments in respect of any
      Eurocurrency-based Advance or a Quoted Rate Advance) shall otherwise be
      due on a day which is not a Business Day, such payment shall be made on
      the next succeeding Business Day and such extension of time shall be
      included in computing interest, if any, in connection with such payment.
      Whenever any payment of principal of, or interest on, a Eurocurrency-based
      Advance or a Quoted Rate Advance shall be due on a day which is not a
      Business Day the date of payment thereof shall be extended to the next
      succeeding Business Day unless as a result thereof it would fall in the
      next calendar month, in which case it shall be shortened to the next
      preceding Business Day and, in the case of a payment of principal,
      interest thereon shall be payable for such extended or shortened time, if
      any. 
	 
	(d)   
        	All payments
      to be made by any of the Borrowers under this Agreement or any of the
      Notes (including without limitation payments under the Swing Line and/or
      Swing Line Note) shall be made without set-off or counterclaim, as
      aforesaid, and without deduction for or on account of any present or
      future withholding or other taxes of any nature (other than a tax based
      upon the net income of any Lender or Agent by any jurisdiction where a
      Lender or Agent is located) imposed by any governmental authority or of
      any political subdivision thereof or any federation or organization of
      which such governmental authority may at the time of payment be a member,
      unless any of the Borrowers, as the case may be, is compelled by law to
      make payment subject to such tax. In such event, such Borrower
      shall:
	 
		(i)	pay to Agent for Agent’s own
      account and/or, as the case may be, for the account of Lenders (and, in
      the case of any Swing Line Advances, pay to Swing Line Lender which funded
      such Advances) such additional amounts as may be necessary to ensure that
      Agent and/or such Lender or Lenders receive a net amount in the applicable
      Permitted Currency equal to the full amount which would have been
      receivable had payment not been made subject to such tax; and
		          	 
		(ii)	remit such tax to the relevant
      taxing authorities according to applicable law, and send to Agent such
      certificates or certified copy receipts as Agent or any Lender shall
      reasonably require as proof of the payment by such Borrower of any such
      taxes payable by such Borrower.


107 




As used
herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies,
imposts, duties, charges, fees, deductions and withholdings and any restrictions
or conditions resulting in a charge together with interest (and any taxes
payable upon the amounts paid or payable pursuant to this Section 10.1) thereon
and fines and penalties with respect thereto which may be imposed by reason of
any violation or default with respect to the law regarding such tax (whether
assessed against any Borrower, Agent or any of the Lenders), but subject to
compliance by the applicable Lender with Section 13.14 hereof. 

     10.2 Application of Proceeds of Collateral.
Notwithstanding anything to the contrary in this Agreement or any other Loan
Document, following the occurrence of any Event of Default under Section 9.1(j)
and following the occurrence of any other Event of Default and the termination
of the Revolving Credit Aggregate Commitment, the acceleration of any
Indebtedness arising under this Agreement or the other Loan Documents, or the
exercise of any other remedy in each case by the requisite Lenders under Section
9.2 hereof, Agent shall apply the proceeds of any Collateral, together with any
offsets, voluntary payments by Company or the Permitted Borrowers or others and
any other sums received or collected in respect of the Indebtedness, first, to
pay all incurred and unpaid fees and expenses of Agent under the Loan Documents
and any protective advances made by Agent with respect to the Collateral under
or pursuant to the terms of any Loan Document, next, to pay any fees and
expenses owed to Issuing Lender hereunder, next, to the Indebtedness under the
Revolving Credit (including the Swing Line and any Reimbursement Obligations)
and the Term Loan, on a pro rata basis, next to any obligations owing by the
Borrowers or any Subsidiary under any Hedging Agreements on a pro rata basis,
next, to any other Indebtedness on a pro rata basis, and then, if there is any
excess, to the Borrowers. 

     10.3 Pro-rata Recovery. If any Lender shall
obtain any payment or other recovery (whether voluntary, involuntary, by
application of setoff or otherwise) on account of principal of, or interest on,
any of the Advances made by it, or the participations in Letter of Credit
Obligations or Swing Line Advances held by it in excess of its pro rata share of
payments then or thereafter obtained by all Lenders upon principal of and
interest on all such Indebtedness, such Lender shall purchase from the other
Lenders such participations in the Revolving Credit, the Term Loan and/or the
Letter of Credit Obligation held by them as shall be necessary to cause such
purchasing Lender to share the excess payment or other recovery ratably in
accordance with the applicable Revolving Credit Percentages or Term Loan
Percentages of the Lenders; provided, however, that if all or any portion of the
excess payment or other recovery is thereafter recovered from such purchasing
holder, the purchase shall be rescinded and the purchase price restored to the
extent of such recovery, but without interest. 

     10.4 Set
Off. Upon the occurrence and during the
continuance of any Event of Default, each Lender may at any time and from time
to time, without notice to Company but subject to the provisions of Section 10.3
hereof, (any requirement for such notice being expressly waived by Company) set
off and apply against any and all of the obligations of the Borrower now or
hereafter existing under this Agreement, whether owing to such Lender or any
other Lender or Agent, any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by such Lender to or for the credit or the account of such Borrower and any
property of such Borrower from time to time in possession of 

108 




such Lender, irrespective of whether or
not such deposits held or indebtedness owing by such Lender may be contingent
and unmatured and regardless of whether any Collateral then held by Agent or any
Lender is adequate to cover the Indebtedness, provided, however, that a Lender
may not set off and apply against any obligations of Company or any Domestic
Permitted Borrower any deposits or property of, or other indebtedness owing to,
or for the credit or account of any Foreign Permitted Borrower. Promptly
following any such setoff, such Lender shall give written notice to Agent and to
Company and the applicable Permitted Borrower of the occurrence thereof. The
rights of each Lender under this Section 10.4 are in addition to the other
rights and remedies (including, without limitation, other rights of setoff)
which such Lender may have. 

     11. CHANGES IN LAW OR CIRCUMSTANCES;
INCREASED COSTS. 

     11.1 Reimbursement of Prepayment Costs. If
any Borrower makes any payment of principal with respect to any
Eurocurrency-based Advance or Quoted Rate Advance on any day other than the last
day of the Interest Period applicable thereto (whether voluntarily, by
acceleration, or otherwise), or if any Borrower converts or refunds (or attempts
to convert or refund) any such Advance on any day other than the last day of the
Interest Period applicable thereto; or if any Borrower fails to borrow, refund
or convert into any Eurocurrency-based Advance or Quoted Rate Advance after
notice has been given by such Borrower to Agent in accordance with the terms
hereof requesting such Advance, or if any Borrower fails to make any payment of
principal or interest in respect of a Eurocurrency-based Advance or Quoted Rate
Advance when due, the applicable Borrower shall reimburse Agent for itself
and/or on behalf of any Lender, as the case may be, on demand for any resulting
loss, cost or expense incurred (excluding the loss of any Applicable Margin) by
Agent and Lenders, as the case may be as a result thereof, including, without
limitation, any such loss, cost or expense incurred in obtaining, liquidating,
employing or redeploying deposits from third parties, whether or not Agent and
Lenders, as the case may be, shall have funded or committed to fund such
Advance. Such amount payable by the applicable Borrower to Agent for itself
and/or on behalf of any Lender, as the case may be, may include, without
limitation, an amount equal to the excess, if any, of (a) the amount of interest
which would have accrued on the amount so prepaid, or not so borrowed, refunded
or converted, for the period from the date of such prepayment or of such failure
to borrow, refund or convert, through the last day of the relevant Interest
Period, at the applicable rate of interest for said Advance(s) provided under
this Agreement, over (b) the amount of interest (as reasonably determined by
Agent and Lenders, as the case may be) which would have accrued to Agent and
Lenders, as the case may be, on such amount by placing such amount on deposit
for a comparable period with leading banks in the interbank eurocurrency market.
Calculation of any amounts payable to any Lender under this paragraph shall be
made as though such Lender shall have actually funded or committed to fund the
relevant Advance through the purchase of an underlying deposit in an amount
equal to the amount of such Advance and having a maturity comparable to the
relevant Interest Period; provided, however, that any Lender may fund any
Eurocurrency-based Advance or Quoted Rate Advance, as the case may be, in any
manner it deems fit and the foregoing assumptions shall be utilized only for the
purpose of the calculation of amounts payable under this paragraph. Upon the
written request of Company, Agent and Lenders shall deliver to Company a
certificate setting forth the basis for determining such losses, costs and
expenses, which certificate shall be conclusively presumed correct, absent
manifest error. 

109 




     11.2 Eurocurrency Lending Office. For any
Advance to which the Eurocurrency-based Rate is applicable, if Agent or a
Lender, as applicable, shall designate a Eurocurrency Lending Office which
maintains books separate from those of the rest of Agent or such Lender, Agent
or such Lender, as the case may be, shall have the option of maintaining and
carrying the relevant Advance on the books of such Eurocurrency Lending Office.


     11.3 Availability of Alternative Currency.
Agent and Lenders shall not be required to make any Advance in an Alternative
Currency if, at any time prior to making such Advance, Agent or the Required
Lenders (after consultation with Agent) shall determine, in its or their sole
discretion, that (i) deposits in the applicable Alternative Currency in the
amounts and maturities required to fund such Advance will not be available to
Agent and Lenders; (ii) a fundamental change has occurred in the foreign
exchange or interbank markets with respect to the applicable Alternative
Currency (including, without limitation, changes in national or international
financial, political or economic conditions or currency exchange rates or
exchange controls); or (iii) it has become otherwise materially impractical for
Agent or Lenders, as applicable, to make such Advance in the applicable
Alternative Currency. Agent or the applicable Lender, as the case may be, shall
promptly notify Company and Lenders of any such determination. 

     11.4 Refunding Advances in Same Currency.
If pursuant to any provisions of this Agreement, any of the Borrowers repays one
or more Advances and on the same day borrows an amount in the same currency,
Agent (or Swing Line Lender, in the case of a Swing Line Advance) shall apply
the proceeds of such new borrowing to repay the principal of the Advance or
Advances being repaid and only an amount equal to the difference (if any)
between the amount being borrowed and the amount being repaid shall be remitted
by Agent to such Borrower, or by such Borrower to Agent, as the case may be.


     11.5 Circumstances Affecting Eurocurrency-based Rate
Availability. If with respect to any Interest
Period, Agent or the Required Lenders (after consultation with Agent) shall
determine that, by reason of circumstances affecting the foreign exchange and
interbank markets generally, deposits in eurodollars or in any applicable
Alternative Currency, as the case may be, in the applicable amounts are not
being offered to Agent or such Lenders for such Interest Period, then Agent
shall forthwith give notice thereof to the Borrowers. Thereafter, until Agent
notifies the Borrowers that such circumstances no longer exist, (i) the
obligation of Lenders to make Eurocurrency-based Advances (other than in any
applicable Alternative Currency with respect to which deposits are available, as
required hereunder), and the right of the Borrowers to convert an Advance to or
refund an Advance as a Eurocurrency-based Advance, as the case may be (other
than in any applicable Alternative Currency with respect to which deposits are
available, as required hereunder), shall be suspended, and (ii) the Borrowers
shall repay in full (or cause to be repaid in full) the then outstanding
principal amount of each such Eurocurrency-based Advance covered hereby in the
applicable Permitted Currency, together with accrued interest thereon, any
amounts payable under Sections 11.1 and 11.8 hereof, and all other amounts
payable hereunder on the last day of the then current Interest Period applicable
to such Advance. Upon the date for repayment as aforesaid and unless Company
notifies Agent to the contrary within two (2) Business Days after receiving a
notice from Agent pursuant to this Section, such outstanding principal amount
shall be converted to a Prime-based Advance as of the last day of such Interest
Period. 

110 




     11.6 Laws
Affecting Eurocurrency-based Advance Availability. If, after the date of this Agreement, the introduction of, or any
change in, any applicable law, rule or regulation or in the interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by any of the Lenders
(or any of their respective Eurocurrency Lending Offices) with any request or
directive (whether or not having the force of law) of any such authority, shall
make it unlawful or impossible for any of the Lenders (or any of their
respective Eurocurrency Lending Offices) to honor its obligations hereunder to
make or maintain any Advance with interest at the Eurocurrency-based Rate, or in
an Alternative Currency, such Lender shall forthwith give notice thereof to
Company and to Agent. Thereafter, (a) the obligations of Lenders to make
Eurocurrency-based Advances or Advances in any such Alternative Currency and the
right of any Borrower to convert an Advance into or refund an Advance as a
Eurocurrency-based Advance or as an Advance in any such Alternative Currency
shall be suspended and thereafter the Borrowers may select as Applicable
Interest Rates or as Alternative Currencies only those which remain available
and which are permitted to be selected hereunder, and (b) if any of the Lenders
may not lawfully continue to maintain an Advance to the end of the then current
Interest Period applicable thereto as a Eurocurrency-based Advance or in such
Alternative Currency, the applicable Advance shall immediately be converted to a
Prime-based Advance (in the Dollar Amount thereof) and the Prime-based Rate
shall be applicable thereto for the remainder of such Interest Period. For
purposes of this Section, a change in law, rule, regulation, interpretation or
administration shall include, without limitation, any change made or which
becomes effective on the basis of a law, rule, regulation, interpretation or
administration presently in force, the effective date of which change is delayed
by the terms of such law, rule, regulation, interpretation or administration.


     11.7 Increased Cost of Eurocurrency-based Advances. If the adoption after the date of this Agreement of, or any change
after the date of this Agreement in, any applicable law, rule or regulation of
or in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by Agent or any of the Lenders (or any of
their respective Eurocurrency Lending Offices) with any request or directive
(whether or not having the force of law) made by any such authority, central
bank or comparable agency after the date hereof: 

	      	(a)	shall subject any of
      the Lenders (or any of their respective Eurocurrency Lending Offices) to
      any tax, duty or other charge with respect to any Advance or shall change
      the basis of taxation of payments to any of the Lenders (or any of their
      respective Eurocurrency Lending Offices) of the principal of or interest
      on any Advance or any other amounts due under this Agreement in respect
      thereof (except for changes in the rate of tax on the overall net income
      of any of the Lenders or any of their respective Eurocurrency Lending
      Offices imposed by the jurisdiction in which such Lender’s principal
      executive office or Eurocurrency Lending Office is located);
  or
		          	
		(b)	shall impose, modify
      or deem applicable any reserve (including, without limitation, any imposed
      by the Board of Governors of the Federal Reserve System), special deposit
      or similar requirement against assets of, deposits with or for the account
      of, or credit extended by, any of the Lenders (or any of their respective
      Eurocurrency Lending Offices) or shall impose on any of the
    Lenders


111 




(or any of
their respective Eurocurrency Lending Offices) or the foreign exchange and
interbank markets any other condition affecting any Advance;

and the result of any of the foregoing
is to increase the costs to any of the Lenders of maintaining any part of the
Indebtedness hereunder as a Eurocurrency-based Advance or as an Advance in any
Alternative Currency or to reduce the amount of any sum received or receivable
by any of the Lenders under this Agreement in respect of a Eurocurrency-based
Advance or any Advance in an Alternative Currency, whether with respect to
Advances to any of the Borrowers, then such Lender shall promptly notify Agent
(or, in the case of a Swing Line Advance, shall notify the applicable Borrower
directly, with a copy of such notice to Agent), and Agent (or such Lender, as
aforesaid) shall promptly notify the Borrowers of such fact and demand
compensation therefor and, within fifteen (15) days after such notice, the
Borrower agrees to pay to such Lender such additional amount or amounts as will
compensate such Lender or Lenders for such increased cost or reduction. Agent
will promptly notify the Borrowers of any event of which it has knowledge which
will entitle Lenders to compensation pursuant to this Section, or which will
cause the Borrowers to incur additional liability under Sections 11.1 and 11.8
hereof, provided that Agent shall incur no liability whatsoever to Lenders, or
Borrowers in the event it fails to do so. A certificate of Agent (or such
Lender, if applicable) setting forth the basis for determining such additional
amount or amounts necessary to compensate such Lender or Lenders shall be
conclusively presumed to be correct save for manifest error. For purposes of
this Section, a change in law, rule, regulation, interpretation, administration,
request or directive shall include, without limitation, any change made or which
becomes effective on the basis of a law, rule, regulation, interpretation,
administration, request or directive presently in force, the effective date of
which change is delayed by the terms of such law, rule, regulation,
interpretation, administration, request or directive. 

     11.8 Indemnity. The Borrowers will
indemnify Agent and each of Lenders against any loss or expense (but excluding
loss of any Applicable Margin) which may arise or be attributable to Agent’s and
each Lender’s obtaining, liquidating or employing deposits or other funds
acquired to effect, fund or maintain the Advances (a) as a consequence of any
failure by any of the Borrowers to make any payment when due of any amount due
hereunder in connection with a Eurocurrency-based Advance, (b) due to any
failure of any Borrower to borrow, refund or convert on a date specified
therefor in a Request for Advance or (c) due to any payment, prepayment or
conversion of any Eurocurrency-based Advance on a date other than the last day
of the Interest Period for such Advance. Such loss or expense shall be
calculated based upon the present value, as applicable, of payments due from
such Borrower with respect to a deposit obtained by Agent or any of the Lenders
in order to fund such Advance to such Borrower. Agent’s and each Lender’s, as
applicable, calculations of any such loss or expense shall be furnished to
Company and shall be conclusive, absent manifest error. 

     11.9 Judgment Currency. The obligation of
the Borrowers to make payments of the principal of and interest on the
outstanding Advances and any other amounts payable hereunder in the currency
specified for such payment herein shall not be discharged or satisfied by any
tender, or any recovery pursuant to any judgment, which is expressed in or
converted into any other currency, except to the extent that such tender or
recovery shall result in the actual receipt by each of Lenders of the full
amount of the particular Permitted Currency expressed to be payable herein.
Agent (or Swing Line Lender, as applicable) shall, using all amounts obtained or


112 




received from the Borrowers pursuant to
any such tender or recovery in payment of principal of and interest on the
outstanding Advances, promptly purchase the applicable Permitted Currency at the
most favorable spot exchange rate determined by Agent to be available to it. The
obligations of the Borrowers to make payments in the applicable Permitted
Currency shall be enforceable as an alternative or additional cause of action
solely for the purpose of recovering in the applicable Permitted Currency the
amount, if any, by which such actual receipt shall fall short of the full amount
of the Permitted Currency expressed to be payable herein. 

     11.10 Capital Adequacy and Other Increased Costs. In the event that after the Restatement Date the adoption of or any
change in any applicable law, treaty, rule or regulation (whether domestic or
foreign) now or hereafter in effect and whether or not presently applicable to
any Lender or Agent, or any interpretation or administration thereof by any
governmental authority charged with the interpretation or administration
thereof, or compliance by any Lender or Agent with any guideline, request or
directive of any such authority (whether or not having the force of law),
including any risk based capital guidelines, affects or would affect the amount
of capital required or expected to be maintained by such Lender or Agent (or any
corporation controlling such Lender or Agent) and such Lender or Agent, as the
case may be, determines that the amount of such capital is increased by or based
upon the existence of such Lender’s or Agent’s obligations or Advances hereunder
and such increase has the effect of reducing the rate of return on such Lender’s
or Agent’s (or such controlling corporation’s) capital as a consequence of such
obligations or Advances hereunder to a level below that which such Lender or
Agent (or such controlling corporation) could have achieved but for such
circumstances (taking into consideration its policies with respect to capital
adequacy) by an amount deemed by such Lender or Agent to be material
(collectively, “Increased Costs”), then Agent or such Lender shall notify
Company, and thereafter the Borrowers shall pay to such Lender or Agent, as the
case may be, from time to time, upon request by such Lender or Agent, additional
amounts sufficient to compensate such Lender or Agent (or such controlling
corporation) for any increase in the amount of capital and reduced rate of
return which such Lender or Agent reasonably determines to be allocable to the
existence of such Lender’s or Agent’s obligations or Advances hereunder;
provided, however that the Borrowers shall not be obligated to reimburse any
Lender for any Increased Costs pursuant to this Section 11.10 unless such Lender
notifies Company and Agent within 180 days after such affected Lender has
obtained actual knowledge of such Increased Costs (but in any event within 365
days after such affected Lender is required to comply with the applicable change
in law). A statement as to the amount of such compensation, prepared in good
faith and in reasonable detail by such Lender or Agent, as the case may be,
shall be submitted by such Lender or by Agent to Company, reasonably promptly
after becoming aware of any event described in this Section 11.10 and shall be
conclusive, absent manifest error in computation. 

     11.11 Substitution of Lenders. If (a) any
Lender has failed to fund its Revolving Credit Percentage of any Revolving
Credit Advance, or to fund a Revolving Credit Advance to repay a Swing Line
Advance or any Reimbursement Obligations, (b) the obligation of any Lender to
make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or
11.4, (c) any Lender has demanded compensation under Section 3.4(d), 11.5 or
11.6 or (d) any Lender has not approved an amendment, waiver or other
modification of this Agreement, if such amendment or waiver has been approved by
the Required Lenders and the consent of such Lender is required (in each case,
an “Affected Lender”), then Agent or the Company shall have the right to make


113 




written demand on the Affected Lender
(with a copy to the Company in the case of a demand by Agent or with a copy to
Agent in the case of a demand by the Company) to assign and the Affected Lender
shall assign, to one or more financial institutions that comply with the
provisions of Section 14.8 hereof (the “Purchasing Lender” or “Purchasing
Lenders”) to purchase the Advances of the Revolving Credit, the Term Loan and
the Swing Line, as the case may be, of such Affected Lender (including, without
limitation, its participating interests in outstanding Swing Line Advances and
Letters of Credit) and assume the commitment of the Affected Lender to extend
credit under the Revolving Credit (including without limitation its obligation
to purchase participation interests in Swing Line Advances and Letters of
Credit) under this Agreement. The Affected Lender shall be obligated to sell its
Advances of the Revolving Credit, the Term Loan and the Swing Line, as the case
may be, and assign its commitment to extend credit under the Revolving Credit
(including without limitation its obligations to purchase participation
interests in Swing Line Advances and Letters of Credit) to such Purchasing
Lender or Purchasing Lenders within ten (10) days after receiving notice from
the Company requiring it to do so, at an aggregate price equal to the
outstanding principal amount thereof, plus unpaid interest accrued thereon up to
but excluding the date of the sale. In connection with any such sale, and as a
condition thereof, the Company shall pay to the Affected Lender all fees accrued
for its account hereunder to but excluding the date of such sale, plus, if
demanded by the Affected Lender within ten (10) Business Days after such sale,
(i) the amount of any compensation which would be due to the Affected Lender
under Section 11.1 if the Company or the applicable Permitted Borrower had
prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on
the date of such sale and (ii) any additional compensation accrued for its
account under Sections 3.4(c), 11.5, 11.6, 11.7, 11.6 and 11.7 to but excluding
said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall
assume the Affected Lender’s commitment, and the Affected Lender shall be
released from its obligations hereunder to a corresponding extent. If any
Purchasing Lender is not already one of the Lenders, the Affected Lender, as
assignor, such Purchasing Lender, as assignee, the Company and the Permitted
Borrowers and Agent, shall enter into an Assignment Agreement pursuant to
Section 14.8 hereof, whereupon such Purchasing Lender shall be a Lender party to
this Agreement, shall be deemed to be an assignee hereunder and shall have all
the rights and obligations of a Lender with a Term Loan Percentage and a
Revolving Credit Percentage equal to its ratable share of the then applicable
aggregate outstanding amount pursuant to the Term Loan and the Revolving Credit
Aggregate Commitment of the Affected Lender. In connection with any assignment
pursuant to this Section 14.2, the Company and the Permitted Borrower or the
Purchasing Lender shall pay to Agent the administrative fee for processing such
assignment referred to in Section 14.8. 

     11.12 Right of Lenders to Fund through Branches and Affiliates. Each Lender (including without limitation the Swing Line
Lender) may, if it so elects, fulfill its commitment as to any Advance hereunder
by designating a branch or Affiliate of such Lender to make such Advance;
provided that (a) such Lender shall remain solely responsible for the
performances of its obligations hereunder and (b) no such designation shall
result in any material increased costs to Company or any Permitted Borrower.


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     12. AGENT 

     12.1 Appointment of Agent. Each Lender and
the holder of each Note (if issued) irrevocably appoints and authorizes Agent to
act on behalf of such Lender or holder under this Agreement and the other Loan
Documents and appoints and authorizes Agent to exercise such powers hereunder
and thereunder as are specifically delegated to or required of Agent, as the
case may be, by the terms hereof and thereof, together with such powers as may
be reasonably incidental thereto, including, without limitation, the power to
execute or authorize the execution of financing or similar statements or notices
and other documents. Each Lender agrees (which agreement shall survive any
termination of this Agreement) to reimburse Agent for all reasonable
out-of-pocket expenses (including in-house and outside attorneys’ fees) incurred
by Agent hereunder or in connection herewith or with an Event of Default or in
enforcing the obligations of any of the Borrowers under this Agreement or the
other Loan Documents or any other instrument executed pursuant hereto (to the
extent of Agent’s powers hereunder or thereunder, as aforesaid), and for which
Agent is not reimbursed by the applicable Borrower, pro rata according to such
Lender’s Weighted Percentage, but excluding any such expenses resulting from the
gross negligence or willful misconduct of such Agent, as applicable. Agent shall
not be required to take any action under the Loan Documents, or to prosecute or
defend any suit in respect of the Loan Documents, unless indemnified to its
satisfaction by Lenders against loss, costs, liability and expense (excluding
liability resulting from its gross negligence or willful misconduct). If any
indemnity furnished to Agent shall become impaired, it may call for additional
indemnity and cease to do the acts indemnified against until such additional
indemnity is given. 

     12.2 Deposit Account with Agent or any Lender. Each of the Borrowers hereby authorizes Agent and each Lender, in
Agent’s or such Lender’s sole discretion, upon notice to such Borrower to charge
its general deposit account, if any, maintained with Agent or such Lender for
the amount of any principal, interest, or other amounts or costs due from such
Borrower under this Agreement when the same become due and payable under the
terms of this Agreement. 

     12.3 Exculpatory Provisions. Agent shall
have no duties or responsibilities except those expressly set forth herein and
shall not, by reason of this Agreement or otherwise, have a fiduciary
relationship with any Lender (and no implied covenants or other obligations
shall be read into this Agreement against Agent). None of Agent, its Affiliates,
nor any of their respective directors, officers, attorneys, employees or agents
shall be liable to any Lender for any action taken or omitted to be taken by it
or them under this Agreement or any document executed pursuant hereto, or in
connection herewith or therewith, except for its or their own willful misconduct
or gross negligence, nor be responsible for or have any duties to ascertain,
inquire into or verify (a) any recitals or warranties made herein or therein,
(b) the effectiveness, enforceability, validity or due execution of this
Agreement or any document executed pursuant hereto, or any security thereunder,
or to make any inquiry respecting the performance by Company or any of its
Subsidiaries (including but not limited to the Permitted Borrowers) of their
respective obligations hereunder or thereunder or (c) the satisfaction of any
condition hereunder or thereunder, including, without limitation, in connection
with the making of any Advance or the issuance of any Letter of Credit. Agent
and its Affiliates shall be entitled to rely upon any certificate, notice,
document or other communication (including any cable, telegraph, 

115 




telex, facsimile transmission or oral
communication) believed by it to be genuine and correct and to have been sent or
given by or on behalf of a proper person. Agent may treat the payee of any Note
as the holder thereof. Agent may employ agents and may consult with legal
counsel, independent public accountants and other experts selected by it and
shall not be liable to Lenders (except as to money or property received by them
or their authorized agents) for the negligence or misconduct of any such agent
selected by it with reasonable care or for any action taken or omitted to be
taken by it in good faith in accordance with the advice of such counsel,
accountants or experts.

     12.4 Successor Agent. Agent may resign as
such at any time upon at least 30 days prior notice to Company and all Lenders.
If Agent at any time shall resign or if a vacancy shall occur in the office of
Agent for any other reason, Required Lenders shall, by written instrument,
appoint a successor Agent(s) (“Successor Agent”) satisfactory to such Required
Lenders and, so long as no Default or Event of Default has occurred and is
continuing, to Company (which approval shall not be unreasonably withheld or
delayed); provided, however that any such Successor Agent shall be a bank or a
trust company or other financial institution which maintains an office in the
United States, or a commercial bank organized under the laws of the United
States or any state thereof, or any Affiliate of such bank or trust company or
other financial institution which is engaged in the banking business, and shall
have a combined capital and surplus of at least $500,000,000. Such Successor
Agent shall thereupon become the Agent hereunder, as applicable, and Agent shall
deliver or cause to be delivered to any successor agent such documents of
transfer and assignment as such Successor Agent may reasonably request. If a
Successor Agent is not so appointed or does not accept such appointment before
the resigning Agent’s resignation becomes effective, the resigning Agent may
appoint a temporary successor to act until such appointment by the Required
Lenders and, if applicable, Company, is made and accepted, or if no such
temporary successor is appointed as provided above by the resigning Agent, the
Required Lenders shall thereafter perform all of the duties of the resigning
Agent hereunder until such appointment by the Required Lenders and, if
applicable, Company, is made and accepted. Such Successor Agent shall succeed to
all of the rights and obligations of the resigning Agent as if originally named.
The resigning Agent shall duly assign, transfer and deliver to such Successor
Agent all moneys at the time held by the resigning Agent hereunder after
deducting therefrom its expenses for which it is entitled to be reimbursed
hereunder. Upon such succession of any such Successor Agent, the resigning Agent
shall be discharged from its duties and obligations, in its capacity as Agent
hereunder, except for its gross negligence or willful misconduct arising prior
to its resignation hereunder, and the provisions of this Article 12 shall
continue in effect for the benefit of the resigning Agent in respect of any
actions taken or omitted to be taken by it while it was acting as an Agent
hereunder. 

     12.5 Loans
by Agent. Agent shall have the same rights
and powers with respect to the credit extended by it as any Lender and may
exercise the same as if it were not an agent hereunder, and the term “Lender”
and, when appropriate, “holder” shall include Agent in its individual capacity.


     12.6 Credit Decisions. Each Lender
acknowledges that it has, independently of Agent and each other Lender and based
on the financial statements of the Borrowers and their Subsidiaries and such
other documents, information and investigations as it has deemed appropriate,
made its own credit decision to extend credit hereunder from time to time. Each


116 




Lender also acknowledges that it will,
independently of Agent and each other Lender and based on such other documents,
information and investigations as it shall deem appropriate at any time,
continue to make its own credit decisions as to exercising or not exercising
from time to time any rights and privileges available to it under this Agreement
or any document executed pursuant hereto. 

     12.7
Intentionally Omitted. 

     12.8 Agent’s Fees. Until the Indebtedness
has been repaid and discharged in full and no commitment to fund any loan
hereunder is outstanding, Company shall pay to Agent, as applicable, an agency
fee(s) set forth (or to be set forth from time to time) in the Fee Letter on the
terms set forth therein. Agent’s Fees described in this Section 12.8 shall not
be refundable under any circumstances. 

     12.9 Nature of Agency. The appointment of
Agent as Agent is for the convenience of Lenders, and the Borrowers in making
Advances of the Revolving Credit, the Term Loan or any other Indebtedness of the
Borrowers hereunder, collecting fees, and principal and interest on the
Indebtedness, and otherwise administering this Agreement and the other Loan
Documents according to the express terms hereof and thereof. No Lender is
purchasing any Indebtedness from Agent; and this Agreement is not intended to be
a purchase or participation agreement (except to the extent of the
participations or risk participations acquired pursuant to Sections 2.5(e)(iii)
and 3.6(c) hereof). 

     12.10 Authority of Agent to Enforce This Agreement. Each Lender, subject to the terms and conditions of this Agreement
grants Agent with full power and authority as attorney-in-fact to institute and
maintain actions, suits or proceedings for the collection of the Indebtedness
and enforcement of this Agreement and the other Loan Documents and to file such
proofs of debt or other documents as may be necessary to have the claims of
Lenders allowed in any proceeding relative to Company, any of its Subsidiaries
(including but not limited to the Permitted Borrowers) or their respective
creditors or affecting their respective properties, and to take such other
actions which Agent considers to be necessary or desirable for the protection,
collection and enforcement of the Indebtedness, this Agreement or the other Loan
Documents, but in each case only to the extent of any required approval or
direction of the Required Lenders or Lenders, as applicable, obtained by or
given to Agent hereunder. 

     12.11 Indemnification. Lenders agree (which
agreement shall survive the expiration or termination of this Agreement) to
indemnify Agent and its Affiliates (to the extent not reimbursed by the
applicable Borrowers, but without limiting any obligation of any of the
Borrowers to make such reimbursement as set forth herein and in the other Loan
Documents), pro rata according to their respective Weighted Percentages, from
and against any and all claims, damages, losses, liabilities, costs or expenses
of any kind or nature whatsoever (including, without limitation, reasonable fees
and expenses of in-house and outside counsel) which may be imposed on, incurred
by, or asserted against Agent and its Affiliates in any way relating to or
arising out of this Agreement, any of the other Loan Documents or the
transactions contemplated hereby or any action taken or omitted by Agent and its
Affiliates under this Agreement or any of the Loan Documents; provided, however,
that no Lender shall be liable for any portion of such claims, damages, losses,
liabilities, costs or expenses resulting from Agent’s or its Affiliate’s


117 




gross negligence or willful misconduct.
Without limitation of the foregoing, each Lender agrees to reimburse Agent and
its Affiliates promptly upon demand for its ratable share of any reasonable
out-of-pocket expenses (including, without limitation, reasonable fees and
expenses of in-house and outside counsel) incurred by Agent and its Affiliates
in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement or any of the other Loan Documents, to
the extent that Agent and its Affiliates are not reimbursed for such expenses by
Borrowers, but without limiting the obligation of Borrowers to make such
reimbursement as otherwise set forth herein or in the other Loan Documents. Each
Lender agrees to reimburse Agent and its Affiliates promptly upon demand for its
ratable share of any amounts owing to Agent and its Affiliates by Lenders
pursuant to this Section, provided that, if Agent or its Affiliates are
subsequently reimbursed by Borrowers for such amounts, they shall refund to
Lenders on a pro rata basis the amount of any excess reimbursement. If the
indemnity furnished to Agent and its Affiliates under this Section shall become
impaired as determined in Agent’s reasonable judgment or Agent shall elect in
its sole discretion to have such indemnity confirmed by Lenders (as to specific
matters or otherwise), Agent shall give notice thereof to each Lender and, until
such additional indemnity is provided or such existing indemnity is confirmed,
Agent may cease, or not commence, to take any action. Any amounts paid by
Lenders hereunder to Agent or its Affiliates shall be deemed to constitute part
of the Indebtedness hereunder. For purposes of this Section 12.11, “Agent” shall
be deemed to include Comerica Bank in its capacity as Swing Line Lender and
Issuing Lender. 

     12.12 Knowledge of Default. It is expressly
understood and agreed that Agent shall be entitled to assume that no Default or
Event of Default has occurred and is continuing, unless the officers of Agent
immediately responsible for matters concerning this Agreement shall have
received a written notice from a Lender or a Borrower specifying such Default or
Event of Default and stating that such notice is a “notice of default”. Upon
receiving such a notice, Agent shall promptly notify each Lender of such Default
or Event of Default and provide each Lender with a copy of such notice and shall
endeavor to provide such notice to Lenders within three (3) Business Days (but
without any liability whatsoever in the event of its failure to do so). Agent
shall also furnish Lenders, promptly upon receipt, with copies of all other
notices or other information required to be provided by Borrowers hereunder.


     12.13 Agent’s Authorization; Action by Lenders. Except as otherwise expressly provided herein, whenever Agent is
authorized and empowered hereunder on behalf of Lenders to give any approval or
consent, or to make any request, or to take any other action, on behalf of
Lenders (including without limitation the exercise of any right or remedy
hereunder or under the other Loan Documents), Agent shall be required to give
such approval or consent, or to make such request or to take such other action
only when so requested in writing by the Required Lenders or Lenders, as
applicable hereunder. Action that may be taken by Required Lenders, the Required
Revolving Credit Lenders, the Required Term Loan Lenders, any other specified
level(s) of Revolving Credit Percentages, Term Loan Percentages, or Weighted
Percentages or all of the Lenders, as the case may be (as provided for
hereunder), may be taken (i) pursuant to a vote at a meeting (which may be held
by telephone conference call) as to which Agent has made a good faith, diligent
effort to give all of Lenders reasonable advance notice, or (ii) pursuant to


118 




the written consent of the requisite
Percentages of Lenders as required hereunder, provided that all of Lenders are
given reasonable advance notice of the requests for such consent. 

     12.14 Enforcement Actions by Agent. Except
as otherwise expressly provided under this Agreement or in any of the other Loan
Documents and subject to the terms hereof, Agent will take such action, assert
such rights and pursue such remedies under this Agreement and the other Loan
Documents as the Required Lenders or all of Lenders, as the case may be (as
provided for hereunder), shall direct; provided, however, that Agent shall not
be required to act or omit to act if, in the reasonable judgment of Agent, such
action or omission may expose Agent to personal liability for which Agent has
not been satisfactorily indemnified hereunder or is contrary to this Agreement,
any of the Loan Documents or applicable law. Except as expressly provided above
or elsewhere in this Agreement or the other Loan Documents, no Lender (other
than Agent, acting in its capacity as agent) shall be entitled to take any
enforcement action of any kind under this Agreement or any of the other Loan
Documents. 

     12.15
Collateral Matters. 

	     	(a)	Authorization. Agent is
      authorized on behalf of all Lenders, without the necessity of any notice
      to or further consent from Lenders, from time to time to take any action
      with respect to any Collateral or the Collateral Documents which may be
      necessary to perfect and maintain a perfected security interest in and
      Liens upon the Collateral granted pursuant to the Loan
  Documents.
		          	
		(b)	Release.
		 
		 	(i)	     	Each of the Lenders agree to
      release, and hereby irrevocably authorize Agent to release any Lien over
      the Equity Interests of a Significant Subsidiary, or any Guaranty or
      Joinder Agreement executed by a Significant Subsidiary, where such
      Subsidiary is no longer a Foreign Significant Subsidiary or a Domestic
      Significant Subsidiary as defined herein.
		 
		 	(ii)		Each of the Lenders agree to
      release, and hereby irrevocably authorize Agent to release any Lien over
      the Equity Interests of a Foreign Significant Subsidiary, or any Guaranty
      or Joinder Agreement executed by a Foreign Significant Subsidiary (a)
      where following the enactment of any local law, statute, regulation or
      following the opinion of any local court or other regulatory authority,
      such Lien or Guaranty violates such law, statute, regulation or opinion,
      and where the applicable Pledge Agreement, Guaranty or Joinder Agreement
      cannot be amended, modified or otherwise updated to comply with such
      applicable law, statute, regulation or opinion, (b) to permit a Foreign
      Significant Subsidiary to change its corporate form or where, due to a
      reorganization or restructuring performed in compliance with this
      Agreement such Lien, Guaranty or Joinder Agreement must be released to
      effectuate such change in corporate form or such reorganization or
      restructuring, or (c) where retaining such Lien, Guaranty or Joinder
      Agreement would violate Section 956 of the Internal
  Revenue


119 





		 			Code, provided, however, in each case
      that where a change in law, regulation or opinion, or the completion of a
      change in corporate form, reorganization or restructuring shall no longer
      prohibit such Lien, Guaranty or Joinder Agreement, Company shall comply or
      cause compliance once again with the requirements of Section 7.16 within
      such reasonable time period as Agent may specify, provided, further,
      where a change in Section 956 of the Internal Revenue Code permits a grant
      of a broader Lien or Guaranty than what is specifically required by
      Section 7.16, Company shall cause a grant of Lien and/or Guaranty to the
      full extent permitted under the modified Section 956 of the Internal
      Revenue Code.
		          			
	      		(iii)	     	Each of Lenders agrees to
      release, and hereby irrevocably authorizes Agent to release, (x) any Lien
      granted to or held by Agent upon any Collateral (i) upon termination of
      the Revolving Credit Aggregate Commitment and payment in full of all
      Indebtedness payable under this Agreement and under any other Loan
      Document; (ii) constituting property sold or to be sold or disposed of as
      part of or in connection with any express disposition permitted hereunder
      or constituting property in which the applicable Borrower or Subsidiary
      owned no interest at the time the Lien was granted or at any time
      thereafter; (y) the Guaranty of any Subsidiary in connection with the sale
      of all of the Equity Interests of such Subsidiary and only to the extent
      that such sale is expressly permitted hereunder, and (z) any Lien granted
      to or held by Agent upon any Collateral or any Guaranty issued hereunder,
      but only if and to the extent (i) required to be released pursuant to any
      other provisions of this Agreement or any of the other Loan Documents, or
      (ii) approved, authorized or ratified in writing by the Required Lenders
      as provided in Section 13.11.


     Upon
request by Agent at any time, Lenders will confirm in writing Agent’s authority
to release particular types or items of Collateral, any Guaranty or Joinder
Agreement pursuant to this Section 12.15(b)(i)-(iii). 

     Agent
shall not be required to execute any release described in this Agreement on
terms which, in Agent’s opinion, would expose Agent to liability or create any
obligation or entail any consequence other than the release of such Guaranty,
Joinder Agreement or Lien without recourse or warranty. Such release shall not
in any manner discharge, affect or impair the Indebtedness or the Liens upon any
Collateral retained. 

     12.16 Syndication Agent and Documentation Agents. Any Lender identified on the facing page or signature page of this
Agreement or in any amendment hereto or as designated with consent of Agent in
any assignment agreement as Lead Arranger, Documentation Agent, Syndications
Agent or any similar titles, shall not have any right, power, obligation,
liability, responsibility or duty under this Agreement as a result of such title
other than those applicable to all Lenders as such. Without limiting the
foregoing, Lenders so identified shall not have or be deemed to have any
fiduciary relationship with any Lender as a result of such title. Each Lender


120 




acknowledges that it has not relied,
and will not rely, on Lender so identified in deciding to enter into this
Agreement or in taking or not taking action hereunder. 

     12.17
No Reliance on Agent’s Customer Identification
Program. 

	     	(a)	Each Lender acknowledges and
      agrees that neither such Lender, nor any of its Affiliates, participants
      or assignees, may rely on the Agent to carry out such Lender’s,
      Affiliate’s, participant’s or assignee’s customer identification program,
      or other obligations required or imposed under or pursuant to the USA
      Patriot Act or the regulations thereunder, including the regulations
      contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP
      Regulations”), or any other Anti-Terrorism Law, including any programs
      involving any of the following items relating to or in connection with
      Borrower or any of its Subsidiaries, any of their respective Affiliates or
      agents, the Loan Documents or the transactions hereunder: (i) any identify
      verification procedures, (ii) any record keeping, (iii) any comparisons
      with government lists, (iv) any customer notices or (v) any other
      procedures required under the CIP Regulations or such other
  laws.
		          	
		(b)	Each Lender or assignee or
      participant of a Lender that is not organized under the laws of the United
      States or a state thereof (and is not excepted from the certification
      requirement contained in Section 313 of the USA Patriot Act and the
      applicable regulations because it is both (i) an affiliate of a depository
      institution or foreign bank that maintains a physical presence in the
      United States or foreign country, and (ii) subject to provision by a
      banking authority regulating such affiliated depository institution or
      foreign bank) shall deliver to the Administrative Agent the certification,
      or, if applicable, recertification, certifying that such Lender is not a
      “shell” and certifying to other matters as required by Section 313 of the
      USA Patriot Act and the applicable regulations: (x) within 10 days after
      the Effective Date, and (y) at such other times as are required under the
      USA Patriot Act.


     13. MISCELLANEOUS


     13.1 Accounting Principles. Where the
character or amount of any asset or liability or item of income or expense is
required to be determined or any consolidation or other accounting computation
is required to be made for the purposes of this Agreement, it shall be done in
accordance with GAAP. 

     13.2 Consent to Jurisdiction. Each of the
Borrowers, Agent and Lenders hereby irrevocably submits to the non-exclusive
jurisdiction of any United States Federal or Michigan state court sitting in
Detroit, Michigan in any action or proceeding arising out of or relating to this
Agreement or any of the other Loan Documents and each of the Borrowers, Agent
and Lenders hereby irrevocably agrees that all claims in respect of such action
or proceeding may be heard and determined in any such United States Federal or
Michigan state court. Each of the Permitted Borrowers irrevocably appoints
Company as its agent for service of process. Each of the Borrowers irrevocably
consents to the service of any and all process in any such action or proceeding
brought in any court in or of the State of Michigan by the delivery of copies of
such 

121 




process to Company at its address
specified on the signature page hereto or by certified mail directed to such
address or such other address as may be designated by it in a notice to the
other parties that complies as to delivery with the terms of this Agreement.
Nothing in this Section shall affect the right of Lenders and Agent to serve
process in any other manner permitted by law or limit the right of Lenders or
Agent (or any of them) to bring any such action or proceeding against any of the
Borrowers or any of their respective property in the courts with subject matter
jurisdiction of any other jurisdiction. Each of the Borrowers hereby irrevocably
waives any objection to the laying of venue of any such suit or proceeding in
the above described courts. 

     13.3 Law
of Michigan. This Agreement has been
delivered at Detroit, Michigan, and shall be governed by and construed and
enforced in accordance with the laws of the State of Michigan (without regard to
its conflict of laws provisions). Whenever possible each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement. 

     13.4 Interest. In the event the obligation
of any of the Borrowers to pay interest on the principal balance of the
outstanding Advances is or becomes in excess of the maximum interest rate which
such Borrower is permitted by law to contract or agree to pay, giving due
consideration to the execution date of this Agreement, then, in that event, the
rate of interest applicable with respect to any Lender’s Revolving Credit
Percentage or Term Loan Percentage, as applicable, shall be deemed to be
immediately reduced to such maximum rate and all previous payments in excess of
the maximum rate shall be deemed to have been payments in reduction of principal
and not of interest, provided, however, in the case of any Foreign Permitted
Borrower which is prohibited from making its full interest payment as otherwise
required by this Agreement, the Company and the Domestic Permitted Borrowers
hereby agree to pay to Agent, for distribution to Lenders, a non-refundable fee
quarterly in arrears, in an amount equal to any interest which would otherwise
be due from a Foreign Permitted Borrower pursuant to the terms of this Agreement
prior to reduction of such interest amount due to operation of this Section
13.4. 

     13.5 Closing Costs; Other Costs. Borrowers
shall pay or reimburse Agent for their own accounts or on behalf of Lenders for
payment of, on demand (a) all closing costs and expenses, including, by way of
description and not limitation, reasonable in-house and outside attorney fees
and advances, appraisal and accounting fees, title and lien search fees, and
required travel costs, incurred by Agent in connection with the commitment,
consummation and closing of the loans contemplated hereby, or in connection with
the administration or enforcement of this Agreement or the other Loan Documents
(including the obtaining of legal advice regarding the rights and
responsibilities of the parties hereto), or in connection with any refinancing
or restructuring of the loans or advances provided under this Agreement or the
other Loan Documents, or any amendment thereof or waiver or consent with respect
thereto requested by Borrowers; and (b) all stamp and other taxes and fees
payable or determined to be payable (by either of Agent or any Lender) in
connection with the execution, delivery, filing or recording of this Agreement
and the Loan Documents and the consummation of the transactions contemplated
hereby, and any and all liabilities with respect to or resulting from any delay
in paying or 

122 




omitting to pay such taxes or fees.
Furthermore, all reasonable costs and expenses, including without limitation
attorney fees, and costs and expenses to Environmental Auditors retained by
Agent hereunder, incurred by Agent in revising, preserving, protecting,
exercising or enforcing any of its or any of the Lenders’ rights against any of
the Borrowers, or otherwise incurred by Agent and by Lenders (using a single law
firm retained by Agent, with the approval of the Required Lenders) in connection
with any Event of Default or the enforcement of the loans (whether incurred
through negotiations, legal proceedings or otherwise), including by way of
description and not limitation, such charges in any court or bankruptcy
proceedings or arising out of any claim or action by any person against Agent or
any Lender which would not have been asserted were it not for Agent’s or such
Lender’s relationship with the Borrowers hereunder or otherwise, shall also be
paid by the Borrowers. All of said amounts required to be paid by Borrowers
hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest,
from the date incurred to the date payment is received by Agent at the
Prime-based Rate, plus three percent (3%). 

	     	13.6	     	Notices. Except as otherwise expressly set forth in this
      Agreement, all notices and other communications provided to any party
      hereto under this Agreement or any other Loan Document shall be in writing
      and shall be given by personal delivery, by mail, by reputable overnight
      courier, by telex or by facsimile and addressed or delivered to it at its
      address set forth on the administrative detail forms on file with Agent or
      at such other address as may be designated by such party in a notice to
      the other parties that complies as to delivery with the terms of this
      Section 13.6 or posted to an E-System set-up by or at the direction of
      Agent (as set forth below). Any notice, if personally delivered or if
      mailed and properly addressed with postage prepaid and sent by registered
      or certified mail, shall be deemed given when received or when delivery is
      refused; any notice, if given to a reputable overnight courier and
      properly addressed, shall be deemed given two (2) Business Days after the
      date on which it was sent, unless it is actually received sooner by the
      named addressee; and any notice, if transmitted by telex or facsimile,
      shall be deemed given when received (answer back confirmed in the case of
      telexes and receipt confirmed in the case of telecopies). Agent may, but,
      except as specifically provided herein, shall not be required to, take any
      action on the basis of any notice given to it by telephone, but the giver
      of any such notice shall promptly confirm such notice in writing or by
      telex or facsimile, and such notice will not be deemed to have been
      received until such confirmation is deemed received in accordance with the
      provisions of this Section set forth above. If such telephonic notice
      conflicts with any such confirmation, the terms of such telephonic notice
      shall control. Any notice given by Agent or any Lender to Company shall be
      deemed a notice to all of Company’s Subsidiaries.
				 
		(b)		Notices and other communications provided to
      any Agent and Lenders party hereto under this Agreement or any other Loan
      Document may be delivered or furnished by electronic communication
      (including email and Internet or intranet websites) pursuant to procedures
      approved by Agent. Agent or the Borrowers may, in their discretion, agree
      to accept notices and other communications to them hereunder by electronic
      communications (including email and any E-System) pursuant to procedures
      approved by them. Unless otherwise agreed to in a
  writing


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	               	by and among the parties to a particular
      communication, (i) notices and other communications sent to an email
      address shall be deemed received upon the sender’s receipt of an
      acknowledgment from the intended recipient (such as by the “return receipt
      requested” function, return email, or other written acknowledgment) and
      (ii) notices and other communications posted to an E-System shall be
      deemed received upon the deemed receipt by the intended recipient at its
      email address as described in the foregoing clause (i) of notification
      that such notice or other communication is available and identifying the
      website address therefore.


     13.7 Further Action. The Borrowers, from
time to time, upon written request of Agent will make, execute, acknowledge and
deliver or cause to be made, executed, acknowledged and delivered, all such
further and additional instruments, and take all such further action, as may be
required to carry out the intent and purpose of this Agreement, and to provide
for Advances under this Agreement, according to the intent and purpose herein
and therein expressed. 

     13.8
Successors and Assigns; Assignments and
Participations. 

		(a)	This Agreement shall be binding
      upon and shall inure to the benefit of the Borrowers and Lenders and their
      respective successors and assigns.
		 
		(b)	The foregoing shall not authorize
      any assignment by any of the Borrowers, of its rights or duties hereunder,
      and no such assignment shall be made (or effective) without the prior
      written approval of Lenders.
		          	
	      	(c)	The Borrowers and Agent
      acknowledge that each of Lenders may at any time and from time to time,
      subject to the terms and conditions hereof (including Section 13.14
      hereof), (i) assign or grant participations in such Lender’s rights and
      obligations hereunder and under the other Loan Documents to any commercial
      bank, savings and loan association, insurance company, pension fund,
      mutual fund, commercial finance company or other similar financial
      institution, the identity of which institution is approved by Company and
      Agent, such approval not to be unreasonably withheld or delayed; provided,
      however, that (x) the approval of Company shall not be required upon the
      occurrence and during the continuance of a Default or Event of Default and
      (y) the approval of Company and Agent shall not be required for any such
      sale, transfer, assignment or participation to the Affiliate of an
      assigning Lender, any other Lender or any Federal Reserve Bank and (ii)
      grant to an SPFV the option to fund all or any part of any Advance that
      the Granting Lender would otherwise be obligated to fund pursuant to this
      Agreement; provided, however, that (A) nothing herein shall constitute a
      commitment by any SPFV to fund any Advance, but if an SPFV elects not to
      fund all or any part of an Advance hereunder, the Granting Lender shall be
      obligated to fund such Advance pursuant to the terms hereof; (B) the
      funding of any Advance by an SPFV hereunder shall be credited against the
      applicable commitment of the Granting Lender to fund such Advance to the
      same extent as, and as if, such Advance were funded by such Granting
      Lender and any payments in respect of an Advance (or portion thereof)
      previously funded by any


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		 	SPFV shall be paid, for the
      account of such SPFV, to its Granting Lender, as agent for such SPFV; (C)
      each SPFV shall have all the rights that a Lender making such Advances or
      any portion thereof would have had under this Agreement (provided that
      each SPFV shall have granted to its Granting Lender an irrevocable power
      of attorney to deliver and receive all communications and notices under
      this Agreement and the other Loan Documents and to exercise on behalf of
      such SPFV all such SPFV’s voting rights under this Agreement) and no
      additional Note or other instrument shall be required to evidence the
      Advances or portion thereof funded by any SPFV, each related Granting
      Lender being deemed to hold its Note as agent for such SPFV to the extent
      of the Advances or portion thereof funded by such SPFV; (D) Company and
      Agent agree that no SPFV shall be liable for any indemnity or payment
      under this Agreement for which a Granting Lender would otherwise be liable
      so long as, and to the extent, the Granting Lender provides such indemnity
      or makes such payment, as the case may be; and (E) an SPFV may, at any
      time and without paying any processing fee therefor, assign or participate
      all or a portion of its interest in any Advances to the Granting Lender or
      to any financial institutions providing liquidity and/or credit support to
      or for the account of SPFV to support the funding or maintenance of
      Advances (provided that the rights of any such assignee or participant
      shall be subject to and limited as set forth in this clause (ii) of
      Section 13.8(c)). Each of the Borrowers authorize each Lender to disclose
      to any prospective assignee or participant, once approved by Company and
      Agent and to any assignee under an assignment not required to be approved
      by Company pursuant to clauses (x) and (y) of the first proviso of this
      Section 13.8(c) and to an SPFV (and on a confidential basis to any Rating
      Agency, commercial paper dealer or provider of any surety or guaranty to
      such SPFV), any and all financial information in such Lender’s possession
      concerning such Borrower which has been delivered to such Lender pursuant
      to this Agreement; provided that each such prospective participant shall
      execute a confidentiality agreement consistent with the terms of Section
      13.13 hereof. Clause (ii), the definition of “Granting Lender,” and the
      immediately preceding sentence of this Section 13.8(c) may not be amended
      without the prior written consent of each Granting Lender, all or any part
      of whose Advances are being funded by an SPFV at the time of any such
      amendment; and each party hereto agrees (which agreement shall survive the
      termination of this Agreement) that, prior to the date that is one year
      and one day after the payment in full of all outstanding commercial paper
      or other senior indebtedness of any SPFV, it will not, on the basis of any
      claim or matter arising under or in connection with or otherwise relating
      to this Agreement, institute against, or join any other person in
      instituting against such SPFV any bankruptcy, reorganization, arrangement,
      insolvency or liquidation proceedings under the laws of the United States
      of America or any state or political subdivision thereof.
	     	          	
		(d)	Each assignment by a Lender of
      any portion of its rights and/or obligations hereunder and under the other
      Loan Documents, other than assignments to such Lender’s Affiliates or to a
      Federal Reserve Bank under Section 13.8(c)(ii) hereof, shall be made
      pursuant to an Assignment Agreement (“Assignment Agreement”) substantially
      (as determined by Agent), in the form attached hereto as Exhibit
    E


125 





		 	(with
      appropriate insertions acceptable to Agent) and shall be subject to the
      terms and conditions hereof, and to the following
  restrictions:
		 
		 	(i)	      	each partial
      assignment shall be made as an assignment of a part of all of the
      assigning Lender’s rights and obligations hereunder;
		 
		 	(ii)		each assignment shall
      be in a minimum amount of the lesser of (x) Five Million Dollars
      ($5,000,000) and (y) the entire remaining amount of assigning Lender’s
      interest in the Revolving Credit (and participations in any outstanding
      Letters of Credit) and the Term Loan; provided however that, after giving
      effect to such assignment, in no event shall the entire remaining amount
      (if any) of assigning Lender’s interest in the Revolving Credit (and
      participations in any outstanding Letters of Credit) and the Term Loan be
      less than $5,000,000;
		 
		 	(iii)		no assignment shall be
      effective unless Agent has received from the assignee (or from the
      assigning Lender) an assignment fee of $3,500 for each such
      assignment.
		 
		 	In
      connection with any assignment subject to this Section 13.8(d), each of
      the Borrowers and Agent shall be entitled to continue to deal solely and
      directly with the assigning Lender in connection with the interest so
      assigned until (x) Agent shall have received a notice of assignment duly
      executed by the assigning Lender and an Assignment Agreement (with respect
      thereto) duly executed by the assigning Lender and each assignee; and (y)
      the assigning Lender shall have delivered to Agent the original of each
      Note, if any, issued to such Lender, held by the assigning Lender under
      this Agreement. From and after the date on which Agent shall notify
      Company and Lender which has accepted an assignment subject to this
      Section 13.8(d) that the foregoing conditions shall have been satisfied
      and all consents (if any) required shall have been given, the assignee
      thereunder shall be deemed to be a party to this Agreement. To the extent
      that rights and obligations hereunder shall have been assigned to such
      assignee as provided in such notice of assignment (and Assignment
      Agreement), such assignee shall have the rights and obligations of a
      Lender under this Agreement and the other Loan Documents (including
      without limitation the right to receive fees payable hereunder in respect
      of the period following such assignment). In addition, the assigning
      Lender, to the extent that rights and obligations hereunder shall have
      been assigned by it as provided in such notice of assignment (and
      Assignment Agreement), but not otherwise, shall relinquish its rights and
      be released from its obligations under this Agreement and the other Loan
      Documents. Schedule 1.1 to this Agreement shall be deemed to be amended to
      reflect the applicable new Percentages of Lenders (including the assignee
      Lender), taking into account such assignment.
		          			
	      	(e)	Each Lender
      agrees that any participation agreement permitted hereunder shall comply
      with all applicable laws and shall be subject to the following
      restrictions (which shall be set forth in the applicable participation
      agreement):


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		 	(i)		such Lender shall
      remain the holder of its interest in the Indebtedness hereunder,
      notwithstanding any such participation;
		 
		 	(ii)		except as expressly
      set forth in this Section 13.8(e) with respect to rights of setoff and the
      benefits of Section 11 hereof, a participant shall have no direct rights
      or remedies hereunder;
		 
		 	(iii)		such Lender shall
      retain the sole right and responsibility to enforce the obligations of the
      Borrowers relating to this Agreement and the other Loan Documents,
      including, without limitation, the right to proceed against any
      Guarantors, or cause Agent to do so (subject to the terms and conditions
      hereof), and the right to approve any amendment, modification or waiver of
      any provision of this Agreement without the consent of the participant,
      except in the case of participations granted to an Affiliate of such
      Lender and except for those matters covered by Section 13.11(a) through
      (e) and (h) hereof (provided that a participant may exercise approval
      rights over such matters only on an indirect basis, acting through such
      Lender, and the Borrowers, Agent and the other Lenders may continue to
      deal directly with such Lender in connection with such Lender’s rights and
      duties hereunder); and
		 
		 	(iv)	     	such Lender shall
      maintain at its principal office a copy of such participation agreement
      and a register for the recordation of the names and addresses of the
      participants, the Percentages of the Indebtedness (and related
      commitments) held by such participants and the principal amount of each
      type of Advance to which each such participation agreement
    relates.
		 
		 	Each of the
      Borrowers agrees that each participant shall be deemed to have the right
      of setoff under Section 10.4 hereof in respect of its participation
      interest in amounts owing under this Agreement and the other Loan
      Documents to the same extent as if the Indebtedness were owing directly to
      it as a Lender under this Agreement, shall be subject to the pro rata
      recovery provisions of Section 10.3 hereof and shall be entitled to the
      benefits of Section 11 hereof. The amount, terms and conditions of any
      participation shall be as set forth in the participation agreement between
      Issuing Lender and the Person purchasing such participation, and the
      Borrowers, Agent and the other Lenders shall not have any responsibility
      or obligation with respect thereto, or to any Person to whom any such
      participation may be issued. No such participation shall relieve any
      issuing Lender of any of its obligations under this Agreement or any of
      the other Loan Documents, and all actions hereunder shall be conducted as
      if no such participation had been granted.
		          			
	     	(f)	Agent shall
      maintain at its principal office a copy of each Assignment Agreement
      delivered to it and a register (the “Register”) for the recordation of the
      names and addresses of Lenders, the Percentages of such Lenders and the
      principal amount of each type of Advance owing to each such Lender from
      time to time. The


127 





		 	entries in the Register shall be
      conclusive evidence, absent manifest error, and the Borrowers, Agent, and
      Lenders may treat each Person whose name is recorded in the Register as
      the owner of the Advances recorded therein for all purposes of this
      Agreement. The Register shall be available for inspection by the Borrowers
      or any Lender upon reasonable notice to Agent and a copy of such
      information shall be provided to any such party on their prior written
      request. Agent shall give prompt written notice to Company of the making
      of any entry in the Register or any change in such entry.
		          	
	     	(g)	Nothing in this Agreement, or the
      other Loan Documents, expressed or implied, is intended to or shall confer
      on any Person other than the respective parties hereto and thereto and
      their successors and assignees and participants permitted hereunder and
      thereunder any benefit or any legal or equitable right, remedy or other
      claim under this Agreement, or the other Loan
  Documents.


     13.9 Indulgence. No delay or failure of
Agent and Lenders in exercising any right, power or privilege hereunder shall
affect such right, power or privilege nor shall any single or partial exercise
thereof preclude any other or further exercise thereof, or the exercise of any
other right, power or privilege. The rights of Agent and Lenders hereunder are
cumulative and are not exclusive of any rights or remedies which Agent and
Lenders would otherwise have. 

     13.10 Counterparts. This Agreement may be
executed in several counterparts, and each executed copy shall constitute an
original instrument, but such counterparts shall together constitute but one and
the same instrument. 

     13.11 Amendment and Waiver. Except as
otherwise specified herein, no amendment or waiver of any provision of this
Agreement or any other Loan Document, nor any consent to any departure by any
Credit Party therefrom, shall in any event be effective unless the same shall be
in writing and signed by the Agent and the Required Lenders (or by the Agent at
the written request of the Required Lenders) or, if this Agreement expressly so
requires with respect to the subject matter thereof, by all Lenders (and, with
respect to any amendments to this Agreement or the other Loan Documents, by any
Credit Party or the Guarantors that are signatories thereto), and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no amendment, waiver
or consent shall, unless in writing and signed by the Lender or Lenders affected
thereby, do any of the following: (a) increase the stated amount of such
Lender’s commitment hereunder,
(b) reduce the principal of, or interest on,
any outstanding Indebtedness or any Fees or other amounts payable hereunder, (c)
postpone any date fixed for any payment of principal of, or interest on, any
outstanding Indebtedness or any Fees or other amounts payable hereunder, (d)
except as expressly permitted hereunder or under the Collateral Documents,
release all or substantially all of the Collateral (provided that neither Agent
nor any Lender shall be prohibited thereby from proposing or participating in a
consensual or nonconsensual debtor-in-possession or similar financing), or
release any material guaranty provided by any Person in favor of Agent and the
Lenders, provided however that Agent shall be entitled, without notice to or any
further action or consent of the Lenders, to release any Collateral which any
Credit Party is permitted to sell, assign or otherwise transfer in compliance
with this Agreement or the other Loan Documents or release any guaranty to the
extent expressly permitted in this Agreement or any of the other Loan


128 




Documents (whether in connection with
the sale, transfer or other disposition of the applicable Guarantor or
otherwise), (e) terminate or modify any indemnity provided to the Lenders
hereunder or under the other Loan Documents, except as shall be otherwise
expressly provided in this Agreement or any other Loan Document, or (f) change
the definitions of “Revolving Credit Percentage”, “Term Loan Percentage”,
“Weighted Percentage”, “Interest Periods”, “Required Lenders”, “Required
Revolving Credit Lenders”, “Required Term Loan Lenders”, “Alternative
Currencies”, “Permitted Borrower”, Sections 10.2 or 10.3 hereof or this Section
13.11. 

     Notwithstanding the foregoing,


	          	(i)		The Revolving Credit
      Maturity Date may be postponed or extended only with the consent of all of
      the Revolving Credit Lenders;
		 
		(ii)		The Term Loan Maturity
      Date may be postponed or extended only with the consent of all the Term
      Loan Lenders;
		 
		(iii)	     	No amendment, waiver
      or consent shall, unless in a writing signed by the Swing Line Lender, do
      any of the following: (x) reduce the principal of, or interest on, the
      Swing Line Note or (y) postpone any date fixed for any payment of
      principal of, or interest on, the Swing Line Note;
		 
		(iv)		No amendment, waiver
      or consent shall, unless in a writing signed by Issuing Lender affect the
      rights or duties of Issuing Lender under this Agreement or any of the
      other Loan Documents;
		 
		(v)		No amendment, waiver,
      or consent shall, unless in a writing signed by the Agent affect the
      rights or duties of the Agent under this Agreement or any other Loan
      Document; and
		 
		(vi)		Any amendment or
      waiver of or consent to any variation from the mandatory prepayment
      provisions in Section 4.9 of the Agreement may be made with the consent of
      the Required Term Loan Lenders.


     All
references in this Agreement to “Lenders” or “the Lenders” shall refer to all
Lenders, unless expressly stated to refer to Required Lenders (or the like).


     The Agent
shall, upon the written request of the Borrower, execute and deliver to the
Credit Parties such documents as may be necessary to evidence (1) the release of
any Lien granted to or held by the Agent upon any Collateral: (a) upon
termination of the Revolving Credit Aggregate Commitment and payment in full of
all Indebtedness payable under this Agreement and under any other Loan Document;
(b) which constitutes property (including, without limitation, Equity Interests
in any Person) sold or to be sold or disposed of as part of or in connection
with any disposition (whether by sale, by merger or by any other form of
transaction and including the property of any Subsidiary that is disposed of as
permitted hereby) permitted in accordance with the terms of this Agreement; (c)
which constitutes property in which a Credit Party owned no interest at the time
the Lien was granted or at any time thereafter; or (d) if approved, authorized
or ratified in writing by the Required Lenders, or all the Lenders, 

129 




as the case may be, as provided in this
Section 13.11; or (2) the release of any Person from its obligations under the
Loan Documents (including without limitation the Guaranties) if all of the
Equity Interests of such Person that were held by a Credit Party are sold or
otherwise transferred to any transferee other than Borrower or a Subsidiary of
Borrower as part of or in connection with any disposition (whether by sale, by
merger or by any other form of transaction) permitted in accordance with the
terms of this Agreement; provided that Agent shall not be
required to execute any such release or subordination agreement under clauses
(1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent
to liability or create any obligation of the Agent or any Lender or entail any
consequence other than the release of such Liens without recourse or warranty
and such release shall not in any manner discharge, affect or impair the
Indebtedness or any Liens upon any Collateral retained by any Credit Party,
including (without limitation) the proceeds of the sale or other disposition,
all of which shall constitute and remain part of the Collateral. 

     13.12 Taxes and Fees. Should any tax (other
than a tax based upon the net income of any Lender or Agent by any jurisdiction
where a Lender or Agent is located), recording or filing fee become payable in
respect of the execution and/or delivery of this Agreement or any of the other
Loan Documents or any amendment, modification or supplement hereof or thereof,
each of the Borrowers agree to pay the same together with any interest or
penalties thereon and agree to hold Agent and Lenders harmless with respect
thereto. 

     13.13 Confidentiality. Each Lender agrees
that without the prior consent of Company, it will not disclose (other than to
its employees or to employees of any of its Affiliates, to another Lender or to
any of their respective auditors or counsel who have agreed or are otherwise
bound to maintain the confidentiality of such information in accordance with
this Section 13.13) any information with respect to Company or any of its
Subsidiaries or any of the Permitted Borrowers which is furnished pursuant to
the terms and conditions of this Agreement or any of the other Loan Documents or
which is designated (in writing) by any of the Borrowers to be confidential;
provided that any Lender may disclose any such information (a) as has become
generally available to the public or has been lawfully obtained by such Lender
from any third party under no duty of confidentiality to such Borrower known to
such Lender after reasonable inquiry, (b) as may be required in any report,
statement or testimony submitted to, or in respect of any inquiry by, any
municipal, state or federal regulatory body having or claiming to have
jurisdiction over such Lender, including the Board of Governors of the Federal
Reserve System of the United States, the Office of the Comptroller of the
Currency, or the Federal Deposit Insurance Corporation or similar organizations
(whether in the United States or elsewhere) or their successors, (c) as may be
required in respect of any summons or subpoena or in connection with any
litigation, (d) in order to comply with any law, order, regulation or ruling
applicable to such Lender, and (e) to any permitted transferee or assignee or to
any approved participant of, or with respect to, an interest in this Agreement
and the other Loan Documents, as aforesaid. 

     13.14 Withholding Taxes. If any Lender is
not a “United States person” within the meaning of Section 7701(a)(30) of the
Internal Revenue Code, such Lender shall promptly (but in any event prior to the
initial payment of interest hereunder or prior to its accepting any assignment
under this Agreement) deliver to Agent (and Agent will exercise good faith
diligent efforts to promptly deliver the same to Company) two executed copies of
(i) Internal Revenue Service Form W-8 BEN or applicable successor form
specifying the applicable tax treaty 

130 




between the United States and the
jurisdiction of such Lender’s domicile which provides for the exemption from
withholding on interest payments to such Lender, (ii) Internal Revenue Service
Form W-8 ECI or applicable successor form evidencing that the income to be
received by such Lender hereunder is effectively connected with the conduct of a
trade or business in the United States or (iii) other evidence satisfactory to
Agent that such Lender is exempt from United States income tax withholding with
respect to such income; provided, however, that such Lender shall not be
required to deliver to Agent the aforesaid forms or other evidence with respect
to (i) Advances to any Foreign Subsidiary which is or becomes a Permitted
Borrower hereunder or (ii) with respect to Advances to Company or any Domestic
Subsidiary which is or becomes a Permitted Borrower hereunder, if such Lender
has assigned its interest in the Revolving Credit (including any outstanding
Advances thereunder and participations in Letters of Credit issued hereunder)
and the Term Loan and any Notes issued to it by Company, or any Domestic
Subsidiary (if any) which is or subsequently becomes a Permitted Borrower
hereunder, to an Affiliate which is incorporated under the laws of the United
States or a state thereof, and so notifies Agent. Such Lender shall amend or
supplement any such form or evidence as required to insure that it is accurate,
complete and non-misleading at all times. Promptly upon notice from Agent of any
determination by the Internal Revenue Service that any payments previously made
to such Lender hereunder were subject to United States income tax withholding
when made, such Lender shall pay to Agent the excess of the aggregate amount
required to be withheld from such payments over the aggregate amount actually
withheld by Agent. In addition, from time to time upon the reasonable request
and at the sole expense of the Borrowers, each Lender and Agent shall (to the
extent it is able to do so based upon applicable facts and circumstances),
complete and provide the Borrowers with such forms, certificates or other
documents as may be reasonably necessary to allow the Borrowers to make any
payment under this Agreement or the other Loan Documents without any withholding
for or on the account of any tax under Section 10.1(d) hereof (or with such
withholding at a reduced rate), provided that the execution and delivery of such
forms, certificates or other documents does not adversely affect or otherwise
restrict the right and benefits (including without limitation economic benefits)
available to such of Lender or Agent, as the case may be, under this Agreement
or any of the other Loan Documents, or under or in connection with any
transactions not related to the transactions contemplated hereby. 

     13.15 ERISA Restrictions. To the extent any
Advance hereunder is funded by or on behalf of an insurance company, bank, or
other Person deemed to hold assets of any employee benefit plan subject to ERISA
or other plan as defined in and subject to the prohibited transaction provisions
of Section 4975 of the Internal Revenue Code pursuant to applicable Department
of Labor regulations (the “Plan Asset Regulations”), or any such plan acting on
its own behalf, such insurance company, bank, entity or plan warrants and
represents that at least one of the following statements is an accurate
representation as to each source of funds (a “Source”) to be used by such insurance
company, bank, entity or plan to fund the Advance(s) hereunder: 

	     	(a)	     	the Source consists of plan
      assets subject to the discretionary authority or control of an in-house
      asset manager (“INHAM”) as such term is defined in Section IV(a) of
      Prohibited Transaction Class Exemption 96-23 (issued April 10, 1996)
      (“PTCE 96-23”), and the funding of the Advance(s) hereunder is exempt
      under the provisions of PTCE 96-23; or


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	     	(b)	the Source is an “insurance
      company general account” as such term is defined in Section V(e) of
      Prohibited Transaction Class Exemption 95-60 (issued July 12, 1995) (“PTCE
      95-60”), and the funding of the Advance(s) hereunder is exempt under the
      provisions of PTCE 95-60; or
		          	
		(c)	the Source is either (x) an
      insurance company pooled separate account, within the meaning of
      Prohibited Transaction Class Exemption 90-1 (issued January 29, 1990)
      (“PTCE 90-1”) or (y) a bank collective investment fund, within the meaning
      of Prohibited Transaction Class Exemption 91-38 (issued July 12, 1991)
      (“PTCE 91-38”) and, except as such insurance company or bank has disclosed
      to Company in writing pursuant to this paragraph (ii), no plan or group of
      plans maintained by the same employer or employee organization,
      beneficially owns more than 10% of all assets allocated to such pooled
      separate account or collective investment fund; and, in either such case,
      all records necessary to establish the availability of each exemption by
      reason thereof will be maintained and made available as required by the
      terms of such exemption; or
		 
		(d)	the Source is an “investment
      fund” (within the meaning of Part V of Prohibited Transaction Class
      Exemption 84-14 (issued March 13, 1984) (the “QPAM Exemption”)) managed by
      a “qualified professional asset manager” (“QPAM”) within the meaning of
      Part V of the QPAM exemption) which has been identified pursuant to this
      paragraph (iii), such that the funding of the Advance(s) by or on behalf
      of such investment fund is exempt from the application of the prohibited
      transaction rules of ERISA and Section 4975 of the Internal Revenue Code,
      provided that no party to the transactions described in this Agreement and
      no affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption)
      of such party has, or at any time during the immediately preceding year
      exercised, the authority to appoint or terminate the identified QPAM as
      manager of the assets of any employee benefit plan that has an interest in
      such investment fund (which plans have been identified pursuant to this
      paragraph (iii)) or to negotiate the terms of said QPAM’s management
      agreement on behalf of any such identified plan; or
		 
		(e)	the Source is a “governmental
      plan” as defined in Title 1, Section 3(32) of ERISA; or
		 
		(f)	the Source is one or more
      “employee benefit plans” (or other plan as defined in and subject to
      Section 4975 of the Internal Revenue Code) or a separate account, trust
      fund, or other entity comprised of one or more such plans (determined
      after giving effect to the Plan Asset Regulations) each of which has been
      identified to Company in writing pursuant to this paragraph (v);
    or
		 
		(g)	the Source does not include
      assets of any employee benefit plan or other plan, other than a plan
      exempt from coverage under ERISA and from the prohibited transactions of
      Section 4975 of the Internal Revenue Code.


132 




     13.16 Restatement Date. This Agreement shall
become effective upon the Restatement Date, and shall remain effective until the
Indebtedness has been repaid and discharged in full and no commitment to extend
any credit hereunder remains outstanding. Those Permitted Borrowers not
signatories to this Agreement on the Restatement Date shall become obligated
hereunder (and shall be deemed parties to this Agreement) upon the execution and
delivery, according to the terms and conditions set forth in Section 2.1 hereof,
of a Permitted Borrower Addendum. 

     13.17 Severability. In case any one or more
of the obligations of any of the Borrowers under this Agreement, or any of the
other Loan Documents shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
obligations of such Borrower shall not in any way be affected or impaired
thereby, and such invalidity, illegality or unenforceability in one jurisdiction
shall not affect the validity, legality or enforceability of the obligations of
or such Borrower under this Agreement or any of the other Loan Documents in any
other jurisdiction. 

     13.18 Table of Contents and Headings; Construction of Certain
Provisions. The table of contents and the
headings of the various subdivisions hereof are for convenience of reference
only and shall in no way modify or affect any of the terms or provisions hereof.
If any provision of this Agreement or any of the other Loan Documents refers to
any action to be taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether such action is taken directly
or indirectly by such Person, whether or not expressly specified in such
provision. 

     13.19 Independence of Covenants. Each
covenant hereunder shall be given independent effect (subject to any exceptions
stated in such covenant) so that if a particular action or condition is not
permitted by any such covenant (taking into account any such stated exception),
the fact that it would be permitted by an exception to, or would be otherwise
within the limitations of, another covenant shall not avoid the occurrence of a
Default or an Event of Default if such action is taken or such condition exists.


     13.20 Reliance on and Survival of Various Provisions. All terms, covenants, agreements, representations and warranties of the
Borrowers or any other Person party to any of the Loan Documents made herein or
in any of the other Loan Documents or in any certificate, report, financial
statement or other document furnished by or on behalf of Company or any such
Person in connection with this Agreement or any of the other Loan Documents
shall be deemed to have been relied upon by Lenders, notwithstanding any
investigation heretofore or hereafter made by any Lender or on such Lender’s
behalf, and those covenants and agreements of the Borrowers set forth in Section
11.8 hereof (together with any other indemnities of the Borrowers contained
elsewhere in this Agreement or in any of the other Loan Documents and of Lenders
set forth in Sections 12.1, 12.12 and 13.13 hereof shall, notwithstanding
anything to the contrary contained in this Agreement, survive the repayment in
full of the Indebtedness and the termination of any commitments to make Advances
hereunder. 

     13.21 WAIVER OF JURY TRIAL. LENDERS, AGENT
AND THE BORROWERS KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY
OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT
OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR 

133 




AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTION OF ANY OF THEM. NEITHER LENDERS, AGENT NOR
THE BORROWERS SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY SUCH
ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A
JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE
DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDERS AND AGENT
OR THE BORROWERS EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY ALL OF THEM.


     13.22 Complete Agreement; Amendment and Restatements. This Agreement, the Notes (if issued), any Requests for Advance or
Letters of Credit or any Term Loan Rate Requests hereunder, the other Loan
Documents and any agreements, certificates, or other documents given to secure
the Indebtedness, contain the entire agreement of the parties hereto, and none
of the parties hereto shall be bound by anything not expressed in writing. This
Agreement constitutes an amendment and restatement of the Prior Credit
Agreement, which Prior Credit Agreement is fully superseded and amended and
restated in its entirety hereby; provided, however, that the Indebtedness
governed by the Prior Credit Agreement shall remain outstanding and in full
force and effect and provided further that this Agreement does not constitute a
novation of such Indebtedness. 

     13.23
Patriot Act Notice. 

     Pursuant
to Section 326 of USA Patriot Act, Agent and Lenders hereby notify the Borrowers
that if they or any of their Subsidiaries open an account, including any loan,
deposit account, treasury management account, or other extension of credit with
Agent or any Lender, Agent or the applicable Lender will request the applicable
Person’s name, tax identification number, business address and other information
necessary to identify such Person (and may request such Person’s organizational
documents or other identifying documents) to the extent necessary for Agent and
the applicable Lender to comply with the USA Patriot Act. 

     13.24
Advertisements. 

     Agent and
Lenders may disclose the names of the Borrowers and the existence of the
Indebtedness in general advertisements and trade publications, subject to the
confidentiality provisions contained in Section 13.13 hereof and any
confidentiality provisions contained in the other Loan Documents. 

     13.25
Electronic Transmissions. 

	     	(a)	      	Each of the Agent, the
      Borrowers, on their own behalf and on behalf of their respective
      Subsidiaries, the Lenders, and each of their Affiliates is authorized (but
      not required) to transmit, post or otherwise make or communicate, in its
      sole discretion, Electronic Transmissions in connection with any Loan
      Document and the transactions contemplated therein. Each Borrower, on its
      own behalf and on behalf of their respective Subsidiaries hereby
      acknowledges and agrees that the use of Electronic Transmissions is not
      necessarily secure and that there are risks


134 





		 	associated with such
      use, including risks of interception, disclosure and abuse and each
      indicates it assumes and accepts such risks by hereby authorizing the
      transmission of Electronic Transmissions.
	      	     
           	 
		(b)	All uses of an
      E-System shall be governed by and subject to, in addition to Section 13.6
      and this Section 13.25, separate terms and conditions posted or referenced
      in such E-System and related contractual obligations executed by the
      Agent, any Borrower and its any of its Subsidiaries and the Lenders in
      connection with the use of such E-System.
		 
		(c)	All E-Systems and
      Electronic Transmissions shall be provided “as is” and “as available”.
      None of the Agent or any of its Affiliates warrants the accuracy, adequacy
      or completeness of any E-Systems or Electronic Transmission, and each
      disclaims all liability for errors or omissions therein. No warranty of
      any kind is made by the Agent or any of its Affiliates in connection with
      any E Systems or Electronic Transmission, including any warranty of
      merchantability, fitness for a particular purpose, non-infringement of
      third-party rights or freedom from viruses or other code defects. The
      Agent, the Borrowers on their own behalf and on behalf of their respective
      Subsidiaries and the Lenders agree that the Agent has no responsibility
      for maintaining or providing any equipment, software, services or any
      testing required in connection with any Electronic Transmission or
      otherwise required for any E-System.


[SIGNATURES FOLLOW ON SUCCEEDING
PAGES] 

135 




     WITNESS the
due execution hereof as of the day and year first above written. 

COMPANY: 

VISHAY INTERTECHNOLOGY, INC.


	By:  	         
      /s/ Steven Klausner  
	 
	Its: 	Vice President and
      Treasurer  
	63
      Lancaster Avenue  
	Malvern, Pennsylvania 19355  
	 
	  
	PERMITTED BORROWERS:  
	 
	SILICONIX INCORPORATED  
	 
	  
	By: 	         
      /s/ William M. Clancy  
	 	 
	Its: 	Secretary 
  








	AGENT:  
	  
	COMERICA BANK, as Agent and
      as  
	Lender, Swing Line Lender and Issuing  
	Lender  
	  
	  
	By: 
    	         
      /s/  
	 	 
	Its: 	Vice President 
    
	One
      Detroit Center  
	500
      Woodward Avenue  
	Detroit, Michigan 48226  
	Attention: Corporate Finance 





2 






	BANK OF AMERICA N.A., as  
	Co-Syndication Agent and Lender  
	 
	  
	By: 
    	         
      /s/  
		 
	Its: 
    	  




3 






	JPMORGAN CHASE BANK, N.A., as  
	Co-Syndication Agent and Lender  
	 
	  
	By: 
    	         
      /s/  
		 
	Its: 
    	  




4 






	WACHOVIA BANK NATIONAL  
	ASSOCIATION  
	 
	  
	By: 
    	         
      /s/  
		 
	Its: 
    	  




5 






	BANK LEUMI U.S.A.  
	 
	  
	By: 
    	         
      /s/  
		 
	Its: 
    	  




6 






	BANK OF TOKYO-MITSUBISHI  
	UFJ
      TRUST COMPANY  
	  
	 
	By: 
    	         
      /s/  
		 
	Its: 
    	  




7 






	HSBC BANK USA, NATIONAL  
	ASSOCIATION, as
      Co-Documentation  
	Agent
      and Lender  
	  
	  
	By: 
    	         
      /s/  
	   
	Its: 	  




8 






	BANK HAPOALIM B.M.  
	 
	  
	By: 
    	         
      /s/  
		 
	Its: 
    	  




9 






	PNC
      BANK, NATIONAL  
	ASSOCIATION  
	  
	  
	By: 
    	         
      /s/  
	 	  
	Its: 
    	  




10 






	INTESA SANPAOLO S.P.A.  
	  
	  
	By: 
    	         
      /s/  
	 	  
	Its: 
    	  




11 






	TD
      BANK, N.A.  
	  
	  
	By: 
    	         
      /s/  
	 	 
	Its: 
    	  




12